General terms of sales

PREMIUM FACTORY SAS GENERAL CONDITIONS OF SALE
INTRA-COMMUNITY VAT NUMBER: FR47840703797
SIRET or EORI REGISTRATION NUMBER: 84070379700018

Article 1 – GENERAL PROVISIONS

1.1. The purpose of these general conditions is to define the general conditions of sale between the company PREMIUM FACTORY SAS, hereinafter referred to as “the Seller”, supplier of the goods defined in the special conditions and its customer, hereinafter referred to as “the Buyer”. , who orders the goods. These general terms and conditions of sale are systematically offered and made available to the Buyer to enable him to place an order and apply to all sales made by PREMIUM FACTORY, unless there is a specific agreement prior to the order agreed in writing between PREMIUM FACTORY and the Buyer. Any order of goods implies without reservation the Buyer’s full and complete acceptance of these general conditions of sale which prevail over any document from the Buyer, and in particular over the general conditions of purchase, except with the express and prior derogatory agreement of PREMIUM FACTORY.

1.2. Subject to the special conditions of sale and the technical documentation, any document other than these general conditions of sale and in particular catalogues, prospectuses, advertisements, has only informative and indicative value, not contractual. In case of contradiction between them, the special conditions prevail over the general conditions of sale.

1.3. The goods distributed by PREMIUM FACTORY are intended for professional use. The Buyer declares that he is acquiring the goods covered by the sales contract for the purposes of his professional activity.

Article 2 – DEFINITIONS

Materials: machines and equipment manufactured and/or distributed by PREMIUM FACTORY SAS.
Products: consumable products manufactured and/or marketed by PREMIUM FACTORY SAS and intended to supply the Equipment.
Goods: equipment or products as defined herein.

Article 3 – FORMATION OF THE CONTRACT

3.1. The Contract consists of, where applicable, the selective distribution contract signed with the customer, the estimate sent by the Seller to the Buyer with these general conditions of sale, the accepted estimate or the order and the acknowledgment of receipt control. A quote or an order means any sale or purchase offer relating to Goods listed in PREMIUM FACTORY’s catalogs and price lists. Orders must be sent through our online shops on the Internet or by fax to +33(0)972656812 or by e-mail to the commercial addresses indicated on our documents, letters and website or to the following general address info@premiumfactory.eu. Orders sent to the Seller are irrevocable for the Buyer, unless accepted in writing by the Seller or within the framework of the withdrawal period.

3.2. The sale will be definitively concluded only by the sending of an Acknowledgment of Receipt of Order, called AR of Order, from the Seller in return and which defines the particular conditions of the contract of sale, that is to say , the Net Prices, the Terms of Payment indicating the expiry thereof, the mode of shipment or removal retained and the Incoterms if necessary and, where applicable, the exceptions expressly accepted by the Seller to these general conditions of sale. The contract will only come into effect upon receipt by PREMIUM FACTORY of the deposit defined under the terms of the special conditions of sale, if provided for. The date of the effective payment of the deposit and if no deposit is required, the date of the acknowledgment of receipt of the order, will constitute the starting point of the contractual obligations of the Seller and the contractual delivery times. The deposit may be 100% of the amount of the order.

3.3. All orders that the Seller agrees to execute are executed on the condition that the Buyer presents sufficient financial guarantees and that he will effectively pay the sums due when due, in accordance with the legislation. Also, if the Seller has serious or particular reasons to fear payment difficulties from the Buyer on the date of the order, or after it, or if the Buyer does not present the same guarantees that on the date of acceptance of the order, the Seller may make the acceptance of the order or the continuation of its execution subject to cash payment or the provision by the Buyer of guarantees in favor of the Seller. The Seller will also have the option, before accepting any order, as in progress, to require the Buyer to provide its accounting documents and in particular the income statements, even provisional ones, allowing it to assess its solvency. In case of refusal by the Buyer ur cash payment, without any sufficient financial guarantee being offered by the latter, the Seller may refuse to honor the order placed and the delivery of the Goods concerned, without the Buyer being able to argue an unjustified refusal to sell. or claim any compensation.

3.4. In the event that the Buyer places an order with the Seller, without having paid for the previous order(s), the Seller may refuse to honor the order and to deliver the Goods concerned, without the Buyer may claim any compensation for any reason whatsoever.

3.5. The Seller may, during the execution of the order, make changes to the Goods made necessary by imperative circumstances such as changes in technical standards or manufacturing methods, legislative or regulatory provisions affecting the conditions of execution of the contract, without however affect the essential characteristics of the Goods covered by the contract. If these changes have consequences that make it impossible or more difficult to perform certain provisions of the contract, in particular in terms of price or delivery times, the Seller will provide the Buyer with the appropriate supporting documents. The Purchaser undertakes to sign an addendum to the contract making the necessary modifications.

Article 4 – RIGHT OF WITHDRAWAL

4.1. The right of withdrawal allows the Buyer to cancel his order placed online within 14 days, without having to justify his decision and without incurring other costs (except for any return costs). This right also applies to the sale of goods on sale and second-hand goods. The period runs from the day after receipt for the sale of goods and from the conclusion of the contract for the provision of services.

4.2. If the Buyer wishes to use his right of withdrawal under the legal conditions mentioned above, he must complete the withdrawal form made available by the Seller on the online store or he may request it at +33(0)972656812 or by e-mail to the commercial addresses indicated on our documents, letters and website or to the following general address info@premiumfactory.eu. As soon as the Seller is informed of the Buyer’s wish to grant his withdrawal from the sale, the Seller issues an acknowledgment of receipt of the Buyer’s withdrawal.

4.3. The Buyer must return the Goods (in good condition accompanied by its accessories in suitable packaging) to the Seller no later than 14 days following the sending of his request for withdrawal, the return costs will be borne by the Buyer. The Seller has 14 days to refund all sums paid. The same rules apply to sale products. For a sale of goods, the Seller may defer reimbursement until the day of recovery of the goods or until the Buyer provides proof of shipment of the goods.
The simple return of the goods without declaration or the refusal to take delivery is not sufficient to express the Buyer’s desire to withdraw.
Certain products or services are not subject to the right of withdrawal and therefore cannot be refunded. This is particularly the case for the following products:

• Customized product: it has been made especially for the Buyer (tailor-made for example);
• Product quickly perishable: food products for example;
• Software, video cassettes, CDs, DVDs if they have been unsealed by the Buyer;
• Press: newspapers, periodicals or magazines;
• Provision of accommodation services, transport of goods, car rental, catering or leisure activity provided on a specific date;
• Provision of services fully performed before the end of the withdrawal period : the performance of the service must have begun after express prior agreement from the Buyer and express waiver of his right of withdrawal.

Article 5 – CHARACTERISTICS AND CONDITIONS OF USE OF THE GOODS

5.1 The technical and functional specifications of the Goods sold are precisely defined in the technical documentation provided to the Buyer by the Seller when ordering. The Buyer declares that he has read the technical documentation relating to each of the Goods prior to ordering and acknowledges that the functionalities and characteristics of the Goods, as specified in the technical documentation, correspond to his needs.

5.2 The Buyer must, before the conclusion of the contract, inform the Seller of the conditions of use of the Goods which he intends to acquire. The so-called “normal” use of the Goods corresponds to that recommended by the Seller in its technical documentation.

Article 6 – DELIVERY TIME

6.1. Delivery times are indicated by the Seller upon acceptance of the order and are defined by the choice of carrier depending on the destination and the size and weight of the package. The Seller and the Buyer may jointly agree on a delivery or performance date other than that initially planned.
The Seller is, in any case, automatically released from any commitment relating to the delivery period. delivery or installation, in the following cases:
– non-compliance with the payment conditions stipulated under article 10 hereof;
– deferred delivery at the request of the Buyer;
– technical hazard not attributable to the Seller, fortuitous event or force majeure as defined in the terms of article 14 of these general conditions.

6.2. However, if three (3) months after a formal notice from the Buyer sent only by Registered Letter with acknowledgment of receipt after the indicative delivery time, the Goods have not been delivered, for any reason other than a case of force majeure, the sale may then be resolved at the request of either party, without this resolution giving rise to any compensation.

Article 7 – LEGAL GUARANTEE OF CONFORMITY

7.1. General:
The legal guarantee of conformity does not cover visible defects, deterioration of the product due to abnormal use or wear, unless it is explicitly indicated in the characteristics of the product that it is indestructible, for example. You also cannot invoke a defect on one or more characteristics of the good if you knew during the purchase that they were not part of the conformity criteria of the good. You benefit from a legal guarantee of conformity on all new or used goods purchased from a seller based in France or in a country of the European Union. The legal guarantee of conformity is at least 2 years from delivery in most European countries.

7.2. Your rights in the event of a lack of conformity:
In France, in the event of a lack of conformity, you can choose first between the repair and the replacement of the goods or, failing that, and subsequently (except if the defect is very serious), between a price reduction (the price reduction is proportional to the difference between the value of the good received and the value of the good without defects) and the termination of the contract. The seller may refuse your choice if this entails manifestly disproportionate costs. For contracts concluded since January 1, 2022, the seller must justify in writing his refusal to follow your choice.

7.3. In the case of the choice of a repair of the product:
If you opt for the repair or an exchange of the product, you must make the product available to the seller who will proceed to its removal, repair and delivery of the product that has become compliant. The warranty will be suspended during the immobilization period of the product until it is brought into conformity.

7.4. Return of the defective product:
Contact the Seller’s after-sales service by telephone on +33 (0) 805 13 27 or by email at sav@premiumfactory.eu to report the defect you have estimated on the product. Once the support under the legal guarantee of conformity has been validated, PREMIUM FACTORY will collect the product from the address that will be indicated to it by you. The products must be securely packaged, PREMIUM FACTORY declines all responsibility in the event of poor packaging which would cause damage to the product.

7.5. Duration of the legal warranty after exchange or repair:
For products purchased in 2022 repaired under the legal warranty of conformity, you benefit from a 6-month warranty extension. If the repair is not carried out, the replacement of the good is possible. This leads to a renewal of the legal guarantee of conformity.

7.6. Resolution of the sale:
The products must be returned to the Seller who will bear the transport costs and will refund the price paid upon receipt of the products within 14 days at the latest. The refund is made by the same means of payment as used during the purchase (unless otherwise agreed), and this without additional costs.

– technical hazard not attributable to the Seller, fortuitous event or force majeure as defined under the terms of article 14 of these general conditions.

7.7. However, if three (3) months after a formal notice from the Buyer sent only by Registered Letter with acknowledgment of receipt after the indicative delivery time, the Goods have not been delivered, for any reason other than a case of force majeure, the sale may then be resolved at the request of either party, without this resolution giving rise to any compensation.

Article 8 – LEGAL GUARANTEE OF COMPLIANCE

8.1. General:
The legal guarantee of conformity does not cover visible defects, deterioration of the product due to abnormal use or wear, unless it is explicitly indicated in the characteristics of the product that it is indestructible, for example. You also cannot invoke a defect on one or more characteristics of the good if you knew during the purchase that they were not part of the conformity criteria of the good. You benefit from a legal guarantee of conformity on all new or used goods purchased from a seller based in France or in a country of the European Union. The legal guarantee of conformity is at least 2 years from delivery in most European countries.

8.2. Your rights in the event of a lack of conformity:
In France, in the event of a lack of conformity, you can choose first between the repair and the replacement of the goods or, failing that, and subsequently (except if the defect is very serious), between a price reduction (the price reduction is proportional to the difference between the value of the good received and the value of the good without defects) and the termination of the contract. The seller may refuse your choice if this entails manifestly disproportionate costs. For contracts concluded since January 1, 2022, the seller must justify in writing his refusal to follow your choice.

8.3. In the case of the choice of a repair of the product:
If you opt for the repair or an exchange of the product, you must make the product available to the seller who will proceed to its removal, repair and delivery of the product that has become compliant. The warranty will be suspended during the period of immobilization of the product until it is brought into conformity.

8.4. Return of the defective product:
Contact the Seller’s after-sales service by telephone on +33 (0) 805 13 27 or by email at sav@premiumfactory.eu to report the defect you have estimated on the product. Once the support under the legal guarantee of conformity has been validated, PREMIUM FACTORY will collect the product from the address that will be indicated to it by you. The products must be securely packaged, PREMIUM FACTORY disclaims all liability in the event of poor packaging which would cause damage to the product.

8.5. Duration of the legal warranty after exchange or repair:
For products purchased in 2022 repaired under the legal warranty of conformity, you benefit from a 6-month warranty extension. If the repair is not carried out, the replacement of the good is possible. This leads to a renewal of the legal guarantee of conformity.

8.6. Resolution of the sale:
The products must be returned to the Seller who will bear the transport costs and will refund the price paid upon receipt of the products within 14 days at the latest. The refund is made by the same means of payment as used during the purchase (unless otherwise agreed), and this without additional costs.

Article 9 – GUARANTEE OF HIDDEN DEFECTS

9.1. You benefit from a guarantee against hidden defects (articles 1641 to 1649 of the Civil Code). Latent defects make the thing “unfit for the use for which it is intended, or which diminish this use so much that the buyer would not have acquired it, or would only have given a lower price for it, if he had known”. A defect is said to be hidden when you do not detect it during a simple examination.

9.2. You have 2 years from the discovery of the defect to act as warranty against hidden defects. The duration of this warranty is limited to 5 years after purchase. But contrary to the legal guarantee of conformity, you must in all cases provide proof of the hidden defect, by an expert for example. The action in legal warranty against hidden defects must be exercised with the seller by registered letter with acknowledgment of receipt. Your letter must be accompanied by supporting documents (delivery note, purchase invoice).

9.3. As soon as the hidden defect is recognized by the proof provided to the Seller, you can claim either a partial refund, i.e. keep the product and benefit from a price reduction, or a full refund, i.e. return the product and benefit from a refund of the price paid in full.

Article 10 – COMMERCIAL GUARANTEE

10.1. For new Equipment, the Seller guarantees its Goods against design, material or manufacturing defects and the guarantee period is for a period of 3 (three) years from the date of the invoice and ceases automatically. at the end of this period. For second-hand Equipment, the Seller guarantees its Goods against design, material or manufacturing defects and the guarantee period is for a period of 3 (three) months from the date of the invoice and ceases to right at the end of this period. For non-food liquid consumable Products, the PREMIUM FACTORY warranty period is for a period of 1 (one) year from the date of the invoice and ceases automatically at the end of this period or in the event of opening the packaging. For food consumable Products, the warranty expires on the expiry date shown on the packaging.

10.2. To implement the warranty, the Buyer notifies the Seller of the defect without delay and communicates to it as soon as possible and in writing any available information relating to the defect observed. The taking over of Equipment under warranty requires the prior acceptance and issuance of a return voucher endorsed by the Seller allowing the follow-up of the returned product, as well as the sending by the Buyer of the copy of the invoices attesting to the date of purchase. The costs of returning the product(s) under warranty are the responsibility of the Buyer. Subject to taking under warranty, the return postage costs are the responsibility of the Seller.

10.3. The contractual warranty is a “parts and labor” warranty and is limited to the replacement or repair in the Seller’s workshops of the Goods recognized by the Seller as having a defect covered by the warranty. The Seller reserves the right to modify the Contractual Goods if necessary so as to satisfy its warranty obligations.

10.4. The Seller’s contractual warranty concerns the Goods acquired new and second-hand. It does not apply to previously rented Goods or demonstrations. The Goods taken up in this context will once again become the property of the Seller. The Seller does not cover damage and wear and tear resulting from special adaptation or assembly, abnormal or otherwise, of the Goods unless this has been carried out under the supervision of the Seller.

10.5. According to the law, a suspension of warranty is provided for under the commercial warranty in the event of immobilization of the product for more than 7 days.
The Seller shall not be bound by any warranty obligation in the following cases:

– defects arising from design, materials, manufacturing or assembly techniques imposed by the Buyer and on which the Seller has expressed reservations.
– intervention on the contractual Goods carried out by the Buyer himself itself or by third parties under conditions not approved in advance and in writing by the Seller.
– defects or damage caused either by fault or negligence of the user of the Goods, or by an event of force majeure or fortuitous event.
– accidents, abnormal storage and/or conservation conditions.
– failure to observe the conditions and rules of use of the materials defined by the Seller.
– defect maintenance of the Equipment resulting from circumstances beyond the control of PREMIUM FACTORY, defect in the Purchaser’s electrical installation, in the quality of the current supplied, or any other cause related to the environment of the Equipment.
– defect in routine maintenance or replacement of the Equipment made necessary by the normal wear and tear of the Equipment or its exposure to bad weather.
10.6. The Seller cannot under any circumstances be required to bear any costs other than those charged to it by this warranty. The Seller cannot under any circumstances be required to repair any indirect damage (commercial damage, loss of customers, loss of order, loss of profit, loss of brand image). Any action directed against the Buyer by a third party constitutes indirect damage and, therefore, does not give rise to the right to compensation.

Article 11 – TERMS OF PAYMENT

11.1 Failing this Unless otherwise stipulated in the special conditions, payment of the agreed price, as well as the taxes added thereto, will be made in cash. No discount is granted in the event of advance payment.

11.2 Without prejudice to the cancellation of the contract provided for in article 14, any default in payment, even partial, of the price or of any other sum due by the ‘Buyer, in execution of this contract, within the contractual deadlines, will automatically and without s that a prior formal notice is necessary, the collection of an indemnity of 15% of the amount of the unpaid sums, as well as interest at the legal rate increased by 10 points from the date of payment of the price, until to actual payment. All compensation and interest will be increased by VAT, as well as collection and/or procedural costs and fees, even non-repeatable.

11.3 In the event of non-payment of an invoice in full expired, after a formal notice has had no effect within 48 hours, the Seller reserves the right to suspend any delivery in progress and/or to come.

Article 12 – RETENTION OF OWNERSHIP

12.1 The transfer of ownership of the PREMIUM FACTORY goods is suspended until full payment of the price thereof by the Buyer, in principal and accessories, even in the event of the granting of payment terms. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the Seller may exercise the rights it holds under this retention of title clause, for any of its claims, on all of its products in the possession of the Buyer, the latter being conventionally presumed be those unpaid and the Seller may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to rescind sales in progress.
The Buyer may not resell the unpaid Goods and may not no way to pledge or grant any security on these Goods. The Seller may unilaterally, after sending a formal notice, draw up or cause to be drawn up an inventory of its Goods in the possession of the Buyer, who hereby undertakes to allow free access to its warehouses, stores or others for this purpose and to take all useful measures for the purpose of preserving the identification of the Seller’s Goods. This clause does not prevent the transfer of risks from taking place upon delivery of the Goods.

Article 13 – INTELLECTUAL PROPERTY

13.1. PREMIUM FACTORY is the exclusive owner of the studies, plans, models and all documents, whatever their media, which the Buyer may have become aware of within the framework of the contract or an offer. They can only be used by the Buyer and only for the needs of the execution of the contract. They are confidential and cannot be communicated to third parties, in any way whatsoever, without the prior written consent of the Seller. They must be returned to him if the contract is not concluded, in the event of termination or resolution of the contract or at any request on his part. Any breach of these obligations by the Buyer, not consented to in writing by the Seller, may be the subject of legal proceedings with claims for damages for very significant losses.

Article 14 – CANCELLATION CLAUSE

14.1. The Seller may avail itself of the automatic termination of this contract in the event of non-performance by the Buyer of any of its contractual obligations and in particular of failure to pay in full the sale price, if the Buyer does not remedy the this non-performance within 30 (thirty) days of receipt of the formal notice sent to this effect by registered letter with acknowledgment of receipt. Deposits and other payments will remain acquired by the Seller, without prejudice to any damages that may be due, both for breach and for non-performance of the obligation in question.

Article 15 – FORCE MAJEURE

15.1. The Seller will not incur any liability when the non-performance of its obligations is caused by an event of force majeure, i.e. any fact preventing the total or partial performance of the contract which could not be overcome despite reasonable diligence. of the Seller or its suppliers or subcontractors. Are considered as cases of force majeure or fortuitous events, events beyond the control of the parties, which they could not reasonably be expected to foresee and which they could not reasonably avoid or overcome, insofar as their occurrence makes it totally impossible performance of obligations.

15.2. The following are in particular assimilated to cases of force majeure or fortuitous events releasing the Seller from its obligation to deliver: strikes by all or part of the Seller’s staff or its usual carriers, fire, flood, war , production stoppages due to fortuitous breakdowns, the impossibility of being supplied with supplies, machines or materials, epidemics, thaw barriers, roadblocks, strikes or interruptions in the supply of electricity, or interruptions in supply for a cause not attributable to the Seller, as well as any other cause of supply disruption attributable to the Seller’s suppliers.

15.3. In such circumstances, the Seller will notify the Buyer in writing within 30 (thirty) days of the date of occurrence of the events, the contract binding the Seller and the Buyer then being automatically suspended without compensation from the date of occurrence of the event. If the event were to last for more than 90 (ninety) days from the date of its occurrence, the sales contract entered into by the Seller and the Buyer may be terminated by the most diligent, without any of the parties being able to claim damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing the said sales contract.

Article 16 – ATTRIBUTION OF JURISDICTION AND APPLICABLE LAW

16.1. Any dispute concerning the application of these General Conditions of Sale and their interpretation, their execution and the sales contracts concluded by the Seller, or the payment of the price, will be brought before the COMMERCIAL COURT OF CHALON SUR SAONE ( F-71100) IN FRANCE, regardless of the place of order, delivery and payment, and even in the event of a warranty claim or multiple defendants. The attribution of competence is general and applies, whether it is a main request, an incidental request, an action on the merits or a summary. Any question relating to these general conditions of sale as well as to the sales they govern, which would not be dealt with by these contractual stipulations, will be governed by French law to the exclusion of any other right.