ARTICLE 1. PURPOSE – OPPOSABILITY
1.1 These general terms and conditions of sale apply by rights to all sales of products (hereinafter "Products") by BEAL SAS, whose registered office is located at 2 rue RABELAIS, 38200 Vienne, France, registered on the Vienne trade register under registration number 301 212 510 (hereinafter: “BEAL"), to any professional buyer (hereinafter: “the Customer”) who approves them and acknowledges being fully aware of them and consequently undertakes not to invoke any contradictory document and in particular its own general terms and conditions of purchase. Consequently, the fact of placing an order implies the full and unreserved acceptance by the Customer of the General Terms and Conditions, to the exclusion of all other documents of the Customer or BEAL, such as prospectuses and catalogues etc., which are provided for reference only.
1.2 No document other than these general terms may impose obligations on the parties or contradict these general terms, unless it is a written document signed by the parties or stated in the contract formed pursuant to Article 2.
1.3 The Customer accepts that BEAL can subsequently amend these general terms, within reason, and that their relationship shall always be governed by the latest terms in force when the order is placed. The general terms and conditions of sale in force are accessible at all times on the website www.beal-planet.com (hereinafter “the Website”). Changes to these general terms are enforceable against Customers from the time they are put online, and apply to orders placed subsequently. 1.4 The French version of these general terms shall prevail over any other version.
ARTICLE 2. FORMATION OF CONTRACTS
2.1 All orders by the Customer must be placed in writing (by email, letter or via the Website) and indicate the delivery address required, the billing address, order number, order date, references, quantity and specifications for the Products. BEAL cannot be held liable for errors or delays that may result from orders containing incomplete or incorrect information. Orders sent to BEAL are only accepted and the contract is only concluded by the issue of an acknowledgement of receipt by BEAL, including orders placed via the Website, which merely provides a module for placing orders and does not constitute a website for online sales.
2.2 If a quotation is provided, the technical and commercial proposal made by BEAL constitutes an offer to enter into a contract (hereinafter the “Quotation”). The Quotation is valid for thirty (30) days from the date of issue, unless otherwise stipulated. The contract is only formed when the Customer accepts without reservation the conditions indicated in the Quotation. In practice, the Customer expresses their consent by returning the signed Quotation by email or by post, or by placing an order expressly referring to the Quotation.
2.3 The Customer cannot on any account unilaterally cancel or modify the contract formed in accordance with the above provisions (hereinafter the “Contract”). In any case, any Contract that is dulyformed under the above conditions must be paid for at the agreed due date.
2.4 The Customer acknowledges and accepts that the minimum amount of an order excluding delivery expenses is €150 excluding tax. For orders placed for less than the minimum amount of €150 excluding tax, the Customer will be billed an additional amount of €15 excluding tax as a fixed order processing charge.
2.5 The Contract is concluded intuitu personae with the Customer and cannot be transferred in any way whatsoever without the prior written agreement of BEAL.
2.6 No Products can be returned to BEAL without its prior consent. In particular, BEAL can reject any such Product returns if the return is requested more than one (1) month after delivery of the Product as defined in Article 5. If it is accepted, the transport costs will be payable by the Customer alone, unless specially agreed by BEAL. Once the return has been approved, BEAL will only issue a credit note if the Products are returned to it in perfect condition, in their original packaging, and once they have been verified and accepted by BEAL.
ARTICLE 3. PRODUCT AVAILABILITY
The Product offerings proposed on the Website or in BEAL’s catalogues are only valid subject to availability. Availability may vary in the course of the same day according to the level of sales recorded by BEAL. BEAL very frequently updates the availabilities on the Website, but it cannot be held liable if the stock is not the same as the stock indicated on the Website.
ARTICLE 4. PRICES - PAYMENT
4.1. Prices are set out in the Contract. Except as otherwise provided in the Contract (in particular in the event of delivery in the United Kingdom or in Switzerland), prices are indicated in euros exclusive of tax, according to the Incoterm indicated in Article 5.
4.2. The prices are liable to be modified without notice, in particular due to currency fluctuations or any other elements that may affect the price of raw materials or labour. BEAL will inform the Customer of this. The prices as modified will then apply to future orders by the Customer.
4.3. All invoices issued by BEAL are payable net, at its head office, within thirty (30) days of the date of issue of the invoice, except as otherwise provided in the Contract. No discount will be due by BEAL in the event of early payment, except as otherwise provided in the Contract. By way of exception to the above, when the Customer’s account is opened, BEAL reserves the right to demand prepayment on the date of formation of the Contract, of any initial order by the Customer. 4.4. In any case, BEAL reserves the right to adapt the time limits for payment applicable, to the Customer’s financial situation and/or make the performance of the orders in progress dependent on the provision of extra guarantees or prior payment of the Products.
4.5. The Customer cannot put forward any grounds whatsoever to defer or change the terms of payment, in particular due to a dispute regardingthe quality or nonconformity of the Products or late delivery.
4.6. If any invoice due is not paid in full by the Customer, the Customer will be liable by rights, without formal notice being required, for: (i) a late payment penalty at the interest rate applied by the European Central Bank in its most recent refinancing operation, increased by ten percentage points, (ii) payment of compensation of €40 for recovery costs, (iii) immediate payment of all invoices not yet due, (iv) payment, before any delivery, of the orders already accepted by BEAL in accordance with the provisions of Article 2. BEAL will also be entitled to cancel orders in progress, without prejudice to its right to claim damages and/or the termination of the Contract.
ARTICLE 5. DELIVERY
5.1. Except as otherwise provided in the Contract, the Products are delivered to the Customer according to the following conditions:
– in the event of delivery in the European Union,
the United Kingdom or Switzerland, the Products are delivered in accordance with the DDP Incoterm to the place indicated in the Contract (ICC 2020);
– in the event of delivery in the rest of the world (excluding the European Union, the United Kingdom and Switzerland), the Products are delivered in accordance with the FCA Incoterm to the place indicated in the Contract (ICC 2020).
5.2. The delivery lead times are provided for information only and the Customer cannot cite them as grounds to claim the cancellation of the order, penalties or compensation and/or to refuse to pay the price or down payments provided for in the Contract.
5.3. If the Customer discovers apparent defects on delivery (short delivery or damage) it must immediately notify its reservations to the carrier on the delivery documents, even if shipping was carried out at BEAL’s cost and risk. These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt or by any other appropriate written means within three (3) working days of delivery. A copy of the letter must be sent to BEAL.
5.4. Special case of Products delivered outside the European Union. In this case, except as otherwise provided in the Contract (in particular in the event of delivery in the United Kingdom or Switzerland), the Products shall be billed in euros but excluding tax. Import formalities, customs duty and any taxes linked to delivery of a Product outside the European Union are payable by the Customer and are its sole responsibility. They must be paid to the competent authorities of the country of delivery. The Customer alone is responsible for checking whether it is possible to import the Products ordered under the law of the country of delivery. BEAL is not required to check and inform the Customer of the customs duty and taxes applicable or the laws and regulations of the country where the Products are delivered. To know them, BEAL advises Customers to ask the competent authorities in their country. Cross-border deliveries may be subject to opening and inspection procedures by the customs authorities.
The various authorisations (import licence, authorisation to transfer currencies etc.) must have been obtained by the Customer prior to any delivery.
ARTICLE 6. WARRANTIES - LIABILITY
6.1. It is up to the Customer to notify its requirements BEAL and to make sure that the characteristics decided on fully meet its expectations. The Customer is deemed to have full knowledge of the Products that it acquires and acknowledges that it has been able to obtain information regarding the Products ordered, and has understood this information. The Customer alone determines the purpose and use of the Products. The Customer alone is liable for any request it makes to modify the specifications compared with the proposal made by BEAL.
BEAL cannot on any account be held liable towards the Customer if the Products delivered comply with those ordered. Compliance with the order is assessed by reference to the Contract.
6.2. Warranty
6.2.1. Some of the Products marketed by BEAL are covered by a contractual warranty. In this case, BEAL guarantees compliance of the Products with the Contract under the conditions and within the limits specified in the Product documentation and those defined below.
The warranty does not apply in the event of a fault or defect due to:
- goods supplied by the Customer,
- a change to the Product specifications imposed by the Customer,
- force majeure,
- usual wear and tear of the Products,
- negligence, in particular in the storage of the Products,
- use of the Products that does not comply with the
conditions of use specified in the technical documentation or with any instructions by BEAL or any common practice, laws or regulations in force,
- repairs, alterations, interventions or modifications carried out on the Products,
- incorrect implementation of the process for using the Products or inadequate maintenance of the Products.
Except as otherwise provided in the Contract, the warranty only applies to defects that appear within three (3) years of purchase of the Product by the final customer, it being stated that this purchase cannot take place more than five (5) years after the delivery as defined in Article 5.
To make a claim under the warranty, the Customer must immediately notify BEAL in writing of the defects it has identified in the Products and provide any proof of their reality. It must make every effort to enable BEAL to see these defects and remedy them.
Any defective Products will be replaced by BEAL once the Customer has returned them to it at BEAL’s expense. If it transpires that the defect was due to one of the exclusions specified in this Article, the transport costs of the Products shall be reinvoiced in full to the Customer.
6.2.2. Moreover, for Products bought and resold by BEAL, any warranty applicable is that of the manufacturer of the Products that BEAL markets.
6.3. Liability
BEAL has no warranty obligations other than those stipulated above. In particular, BEAL can never guarantee the performance or adaptation of the Products for a specific use, unless this information is expressly included in the Contract.
In case of doubt regarding the interpretation of a clause or if the provisions do not make it possible to clearly determine the extent of BEAL's obligations, the Customer acknowledges that BEAL has an obligation of best efforts.
BEAL can always block liability proceedings by bringing the off-specification product into compliance or replacing it.
IN ANY EVENT, EXCEPT IN CASES OF GROSS OR WILFUL MISCONDUCT, BEAL'S LIABILITY CANNOT ON ANY ACCOUNT EXCEED THE AMOUNT EXCLUDING TAX PAID BY THE CUSTOMER FOR THE DISPUTED PRODUCTS.
BEAL cannot on any account be held liable for any non-material and/or indirect damage, in particular for any operating loss, loss of customers, loss of revenue, data loss, non-pecuniary or commercial loss or damage to the brand image that the Customer may suffer.
Any claim by the Customer that BEAL has failed to fulfil its contractual obligations must be justified and be made by registered letter with acknowledgement of receipt sent within one year of the claimed non-fulfilment. Failing this, the Customer is deemed to have waived its right to criticise the proper performance by BEAL of its contractual obligations.
6.4. The Products must be used, stored, cleaned and maintained in accordance with the strict terms and conditions specified in the standards and/or instructions that apply to them, as attached to the fact sheet for the Products available on the Website and delivered with the Products, which the Customer declares it has full knowledge of. It is the Customer’s responsibility to strictly comply with the conditions of use, storage, cleaning and maintenance of the Products. In general, it is the Customer’s sole responsibility to frequently check the condition and level of wear and tear of the Products in order to ensure that they comply with the standards and/or instructions applicable to them. BEAL cannot be held liable if the Customer fails to comply with the aforementioned conditions.
6.5. The Products comply with the French and European regulations and standards in force when the Products were placed on the market and/or if applicable, any other regulations specified in the documentation attached to the Products. Customers are asked to consult the technical data sheets and/or safety sheets for each Product, available on the Website and/or enclosed with the delivery, to obtain detailed information on the compliance of the Products with the applicable regulations. Any resale of the Products by the Customer outside the European Union takes place at the Customer’s sole risk, as regards in particular export standards, customs regulations and any regulations applicable to the country of destination of the Products.
ARTICLE 7. RETENTION OF TITLE CLAUSE
TRANSFER OF OWNERSHIP OF THE PRODUCTS TO THE CUSTOMER IS SUBJECT TO ACTUAL PAYMENT OF THE WHOLE OF THE PRICE, INCLUDING PRINCIPAL, INTEREST AND INCIDENTAL CHARGES. The Customer guarantees that the Products delivered will always be identifiable after delivery. In the event that the Products concerned have been resold by the Customer, BEAL expressly reserves for itself the sales price not yet paid by the Customer, up to the amount of its own financial claim against the Customer.
ARTICLE 8. CONFIDENTIALITY - INTELLECTUALPROPERTY
8.1. Each party shall treat as strictly confidential and shall refrain from disclosing any information, data, formulas or concepts made available to it by the other party in any form whatsoever (written, oral, on magnetic, electronic or IT media etc.) during the Contract (hereinafter the “Confidential Information”) for a period of five (5) years from the termination of the Contract. Neither party shall disclose Confidential Information about the other party to a third party without the express written consent of the other party or use any Confidential Information for any purpose other than for the performance of the Contract.Each party shall use the same level of care to prevent the disclosure of Confidential Information that it uses to protect its own Confidential Information.
The Confidential Information does not include information that is (a) generally available to or known by the public, (b) previously known to the receiving party, (c) independently developed by the receiving party outside of the scope of the Contract,
(d) lawfully disclosed by a third party, or in the course of testimony before a competent authority. Both parties shall take all necessary steps with regard to their employees and partners to ensure the effectiveness of the aforementioned obligation, and are responsible for their compliance with this confidentiality undertaking.
8.2. Except as otherwise expressly provided in the Contract, the Contract does not result in any transfer whatsoever of the intellectual property rights attached to the Products to the Customer. BEAL remains the holder of the intellectual property rights relating to the Products produced under the Contract. Similarly, all plans, technical documents and data, instructions, samples and all other documents given to the Customer in connection with the performance of the Contract by BEAL, as well as, where appropriate, the related intellectual property rights, remain the sole property of BEAL. Consequently, by paying the price stipulated in the Contract, the Customer only acquires a right to use the results of the Products which are copyrightable under BEAL’s intellectual property rights. For any other use, the Customer must contact the BEAL in order to define the terms and conditions, and in particular the financial terms and conditions.
8.3. The content, tree structure, visual and graphic identity, ergonomics and design of the Website and the distinctive marks attached to the Products are the sole property of BEAL and are protected by French and international intellectual property laws. Any total or partial reproduction of this content is strictly prohibited and liable to constitute a copyright infringement.
8.4. The Customer authorises BEAL to use its name and logo as a business reference.
ARTICLE 9. PERSONAL DATA
9.1. The Customer is informed and accepts that, in connection with the performance of the Contract, BEAL can store, process and use the data mentioned on the order for the purposes of processing the order, in accordance with the applicable regulations on the protection of personal data.
9.2. Customers are asked to visit the following page www.beal-planet.com for detailed information on BEAL’s current privacy policy. In their relations, each Party is alone liable for the damage caused by any breach of its obligations under the data protection regulations.
ARTICLE 10. FORCE MAJEURE
10.1. The obligations of the parties will initially be suspended in cases of force majeure as defined in Article 1218 of the French Civil Code. If such an event occurs, the parties will endeavour in good faith to take all reasonable steps possible to continue to carry out the Contract. If the force majeure event lasts for more than sixty (60) days, the Contract may be terminated on the initiative of one or other of the parties, without either party being entitled to compensation.
10.2. The following are expressly deemed to be force majeure events: lockouts, lockdowns, strikes, epidemics, pandemics, administrative closure measures, embargoes, accidents, equipment or machinery breakdown, excessive heat, humidity or cold, exceptional bad weather, natural disasters, fires, floods, interruptions or delays in transport, impossibility of obtaining supplies or defectiveness of raw materials, cyber attacks or any other event beyond BEAL’s control leading in particular to total or partial unemployment for BEAL or its suppliers or subcontractors, or making production impossible or ruinously expensive, or total or partial blocking of the methods of communication, including the networks.
ARTICLE 11. TERMINATION/CANCELLATI ON
BEAL is entitled to terminate/cancel the Contract by rights, by registered letter with acknowledgement of receipt:
- in the event of total or partial non-performance by the Customer of its obligations, in particular its payment obligation, confidentiality obligation, compliance with BEAL’s intellectual property rights, and more generally, faithful performance of the Contract, thirty (30) days after sending formal notice by registered letter with acknowledgement of receipt to no effect, containing a declaration by BEAL that it intends to invoke this clause, without prejudice to its right to compensation for any direct and consequential damage it suffers due to the termination;
- in the event of a deterioration in the Customer's financial or commercial situation, that may result in non-payment.
If it is impossible for the defaulting party to remedy the non-performance, due to the nature of the unfulfilled obligation (e.g. breach of a negative obligation), the Contract can be terminated by rights by either party without prior notice and the Contract shall be terminated on receipt of the letter notifying the termination.
In the event of the termination of the Contract, BEAL will be released from its performance obligation. It shall return any amounts paid by the Customer for orders not yet filled, unless the termination is due to an offence by the Customer. BEAL will not be liable for any compensation to the Customer.
ARTICLE 12. APPLICABLE LAW - SETTLEMENT OF DISPUTES
12.1. All of the clauses of the present general terms and all of the contractual operations specified in them are subject to French law, except for any international conventions.
12.2. ALL DISPUTES RESULTING FROM THE OPERATIONS SPECIFIED IN THESE GENERAL TERMS, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD PARTY PROCEEDINGS, THAT ARE NOT SETTLED AMICABLY WITHIN A TIME LIMIT OF THIRTY (30) DAYS FROM THE DATE OF NOTIFICATION BY THE FIRST PARTY TO ACT, SHALL FALL WITHIN THE SOLE JURISDICTION OF THE COMMERCIAL COURT OF LYON, WHICH IS EXPRESSLY ACCEPTED BY THE CUSTOMER
ARTICLE 13. GENERAL PROVISIONS
13.1. If at a given time BEAL does not invoke any of the provisions of the present general terms, it cannot on any account be deemed to have waived its right to invoke that provision subsequently, in particular if it does not request an overdue payment.
13.2. If one of the clauses is cancelled, this will not affect the validity of the other clauses hereof.
13.3. In the event of a dispute, the parties agree to accept emails as original documents that may be used as evidence, and undertake not to contest this means of proof, unless they dispute their authenticity.
