General conditions of sale - BTB
GENERAL CONDITIONS OF SALE - INTERNET PORTAL BtoB :
Article 1: Scope:
The present general conditions of sale (hereinafter the “ General Conditions of Sale ») are intended to define the conditions under which BERLIN PACKAGING FRANCE, simplified joint stock company, with capital of 68.500,000 euros, registered in the Nice Trade and Companies Register under number 529 681 520, whose head office is located at 470, Promenade des Anglais, 06200 NICE (hereinafter BERLIN PACKAGING FRANCE S.A.S.) supplies to professional buyers (below the one or more Customer(s)) connecting to its internet portal accessible at the following address: https://www.leparfait.com/fr/account/login (ci-after the “ Portal ") the products offered for sale on this Portal (hereinafter the “ Products »).
Any order of Pproducts on this Portal passed to BERLIN PACKAGING FRANCE S.A.S. implies and implies pure and simple acceptance by the Customer of these General Conditions of Sale, which are communicated and must be accepted by the Customer prior to any order.. These General Conditions of Sale prevail over all other conditions including any purchase conditions of the Customer. Any contrary condition opposed by the Customer will, therefore, in the absence of express and prior acceptance, be unenforceable against BERLIN PACKAGING FRANCE S.A.S., regardless of when it may have been brought to its attention.
Only stipulations agreed jointly and in writing between the Customer and BERLIN PACKAGING FRANCE S.A.S., prior to the placing of the order. corder, may deviate from these General Conditions of Sale.
The fact that BERLIN PACKAGING FRANCE S.A.S. does not expressly or implicitly avail itself at a given moment of any of the clauses of these General Conditions of Sale cannot be interpreted as a waiver by the latter to subsequently avail itself of any of said clauses.
Please note that BERLIN PACKAGING FRANCE S.A.S. and the Buying Client are professionals legally and economically independent of each other, who will always act as such.
Article 2: Orders
2.1 Characteristics of the products offered for sale on the Portal
The Products offered for sale on the Portal are the subject of a description allowing the Customer to know their main characteristics, and in particular the specifications, illustrations and indications of dimensions or capacity of the Products, as well as their price.
The Customer is required to read it before placing any order.
The choice and purchase of a Product are the sole responsibility of the Customer.
The Customer is required to refer to the description of each Product in order to know its properties, essential characteristics and delivery times.
The contractual information is presented in French and is subject to confirmation at the latest when the order is validated by the Customer.
2.2 Placing the order
It is up to the Customer to select on the Portal the q productshe wishes to order, according to the following terms:
The customer receives, from a sales representative of Le Parfait, an invitation link allowing them to register on the Professional Portal as a B2B user, a prerequisite for placing any order.
Case n°1 – Client already referenced
If the customer is already registered in the BERLIN PACKAGING FRANCE S.A.S. databases, he receives from his commercial contact a registration link to the professional portal.
When registering, the form fields are partially pre-filled with the information already present in our systems (contact details, tax data, etc.), which it can verify and complete if necessary.
Case no. 2 – New customer
If the customer is not yet referenced, he receives a registration link sent by a recommercial presenter. He must then manually fill in all the required fields and transmit the following documents: KBIS extract, RIB, address email of the accounting contact and logistics contact email address.
Upon receipt of these elements, the salesperson verifies the information and integrates the account into the internal management systems.
Once these steps have been validated, the Client, whether new or already registered, is approved on the Professional Portal and receives a email confirming the activation of his account.
For each subsequent connection, access to the account is carried out via the address email of the Customer. A one-time use code is sent at each connection attempt in order to guarantee access security.
Please note that B2B and B2C accounts are strictly separate: no address email or tax identifier cannot be shared between the two universes.
2.3 Validation, processing and invoicing of orders
When creating an order on the Portal, the Customer selects the desired references, checks stock availability and can, where applicable, apply promotional codes that cannot be combined when activated.
Once the order has been validated by the Customer, it is automatically transmitted to the internal management systems in order to initiate logistics processing. The Customer then receives an email confirming that their order has been taken into account.
The order is processed and shipped as soon as the Products are available. A delivery note (BL/DDT) is generated in the management system, then a invoice is automatically issued following this generation. The invoice is made available to the Customer in their personal space, and they are notified by email of its availability.
Commercial discounts, commercial gestures or additions of free items are granted exclusively at the discretion of the sales team.
Validation of the order on the Portal implies full acceptance of these General Conditions of Sale. Unless proven otherwise, the data recorded in the Portal's computer system constitutes proof of all transactions concluded between BERLIN PACKAGING FRANCE S.A.S. and the Customer.
BERLIN PACKAGING FRANCE S.A.S. reserves the right to refuse or suspend any order from a Customer with whom there is a dispute relating to the payment of a previous order or a proven risk of insolvency.
The logistical processing of the order and the issuance of the invoice are automatically initiated upon validation of the order on the Portal.
2.4 Modification or cancellation of order
The status of the order may change depending on product availability: validated, pending, modified or canceled. In the event of a stock shortage, BERLIN PACKAGING FRANCE S.A.S. offers the Customer either a credit or a refund, depending on the choice of the company and in compliance with these General Conditions of Sale.
Article 3: Delivery and reception
3.1 Delivery terms
LThe sale of the Products is concluded according to Incoterm 2020 DAP for delivered At Place, meaning that BERLIN PACKAGING FRANCE S.A.S. will have fulfilled its delivery obligation as soon as the Products have been made available to the Customer at the agreed place of delivery, not unloaded.
The Products are sold free of charge for orders over 500 euros excluding tax.
3.2 Delivery times
Deliveries are only made according to availability and in the order in which orders are placed. corders. BERLIN PACKAGING FRANCE S.A.S. is authorized to make deliveries in whole or in part.
Delivery times are indicated as accurately as possible but depend on the supply and transport possibilities of BERLIN PACKAGING FRANCE S.A.S., which the Customer expressly accepts.
Delivery times are therefore only indicated by BERLIN PACKAGING FRANCE S.A.S. for information purposes only..
3.3 Logistics penalties
No logistics penalty is applicable to BERLIN PACKAGING FRANCE S.A.S.
3.4 Reception – Notifications
Without prejudice to the specific provisions to be taken with the carrier, in the event of an apparent defect, anomaly, damage, missing items, non-conformity between the Products delivered and the Products ordered or between the Products delivered and the shipping slip, whether or not linked to the conditions of transport, it is up to the purchasing Customer, within three (3) days following receipt of the Products, to make all necessary findings and to notify BERLIN PACKAGING FRANCE of its reservations. S.A.S. by extrajudicial act or by registered letter with acknowledgment of receipt by providing any detailed justification as to the reality of the defects, anomalies or non-conformities noted. After this period, the PProducts will be deemed accepted and in conformity with the order. The purchasing Customer must leave in BERLIN PACKAGING FRANCE S.A.S. has every facility to carry out its own inspection of these defects, anomalies or non-conformities. For the Products sold packaged, the weights and measurements at departure are proof of the quantities delivered.
For all purposes, the purchasing Customer is reminded that it is his responsibility to make a similar notification to the carrier under the same delay, in the event of damage or partial or total loss due to transport. In this regard, reference is made directly to articles L. 133-1 et seq. Code of cocommerce.
3.5 Compliance / Quality
BERLIN PACKAGING FRANCE S.A.S. undertakes to provide Products that comply with the standards applicable to them, including in particular the French legislation, as well as the ccommand.
As such, BERLIN PACKAGING FRANCE S.A.S. will scrupulously meet its obligations in terms of Product safety.
Any Product which has not been the subject of a notification under the conditions of article 3.4 of these General Conditions of Sale will be considered to be accepted without reservation, subject exclusively to the application of the gguarantees attached to the Products under the conditions stipulated in article 3.6 of these General Conditions of Sale.
3.6 Warranty attached to the Products
3.6.1. Legal guarantee
BERLIN PACKAGING FRANCE S.A.S. is in fact bound, in accordance with articles 1641 et seq. of the Civil Code, to the guarantee for hidden defects in the Products.
This warranty can only apply on the condition that the defect existed prior to the sale and significantly reduces or prevents the use for which the purchasing Customer acquired the Product(s). The defect must not be apparent.
This legal guarantee against hidden defects lasts two years from the date of discovery of the defect by the purchasing Customer, the latter being responsible for proving both the existence of the defect, its non-apparent nature at the time of the sale as well as its prior history in relation to the sale.
3.6.2. Commercial guarantee
- Extent
BERLIN PACKAGING FRANCE S.A.S. will assume its obligations in terms of conformity and safety of the Products.
As such, the Products are guaranteed against any material or manufacturing defect according to the terms of the specifications transmitted by BERLIN PACKAGING FRANCE S.A.S.
This commercial guarantee is only granted by BERLIN PACKAGING FRANCE S.A.S. for a period of 2 years from the date of delivery of the Product to the Customer. This commercial guarantee is applicable only in mainland France, excluding overseas departments and regions and overseas communities.
- Exclusions
BERLIN PACKAGING FRANCE S.A.S. does not guarantee or recognize any guarantee or commitment other than those expressly mentioned in these General Conditions of Sale or, as an exception, expressly accepted by the latter prior to the ccommand.
Apparent defects will not be covered by any warranty.
Also excluded from the warranty is any defect and/or deterioration of the Product resulting from normal and/or natural wear and tear (example: exudation, etc.), modification, repair, transformation, alteration by the purchasing Customer or any third party without the prior and express authorization of BERLIN PACKAGING FRANCE S.A.S., inappropriate storage, inappropriate use or handling, inappropriate maintenance or installation, fire, water damage, explosion, corrosion or other accident or external event and/or beyond the control of BERLIN PACKAGING FRANCE S.A.S.
Also excluded are knocks, shocks, cuts, holes, scratches and cosmetic damage..
BERLIN PACKAGING FRANCE S.A.S., while excluding any guarantee and liabilitytagainst any action taken by a third party on this subject, has the right to refuse or stop delivering to the purchasing Customer if it considers that the brands, names, mentions, designs, models, etc. in connection with the order have been counterfeited or are subject to unfair competition actions or any other action for claim or liability by the third party.
- Terms – Return of products
Any implementation work of the guarantee attached to the Products must be the subject of formal notification written from the purchasing Customer to BERLIN PACKAGING FRANCE S.A.S. within eight (8) days from the discovery of the defect, by registered letter with acknowledgment of receipt to the following address: “ BERLIN PACKAGING SAS, quality department, 470, Promenade des Anglais, 06200 NICE ».
Any Product return must be the subject of a formal and prior agreement between BERLIN PACKAGING FRANCE S.A.S. and the Customer, including when it is made in application of the Guarantees attached to the Products.
Any Product returned by the purchasing Customer without this formal and prior agreement from BERLIN PACKAGING FRANCE S.A.S. of the Customer would not give rise to the establishment of any credit or price reduction and would be kept available. All costs and risks linked to the return of the Product would then be the responsibility of the Customer.
Products returned with the formal prior agreement of BERLIN PACKAGING FRANCE S.A.S. will be accompanied by a return slip to be attached to the package and must be received by the latter in the condition in which they were delivered.
- Consequences
The implementation of the guarantee is conditional on a prior examination of the Product concerned carried out by professionals from BERLIN PACKAGING FRANCE S.A.S to determine the defect of the Product and whether or not it is covered by this commercial guarantee. Returns that do not comply with the procedure set out above will be punished by the loss for the purchasing Customer of the deposits he has paid, it being specified that he will remain liable for the price of the goods invoiced as well as the cost of storage costs.
In the event of a proven defect or non-conformity of the Products duly noted by BERLIN PACKAGING FRANCE S.A.S. under the conditions provided above, the purchasing Customer may obtain free replacement, an asset, or reimbursement of said Products, at the option of BERLIN PACKAGING FRANCE S.A.S., to the exclusion of any compensation and/or damages.
3.6.3. Responsibility
If by extraordinary means, the responsibility of BERLIN PACKAGING FRANCE S.A.S. were to be incurred in respect of a Product sold by it, the compensation could not exceed the price excluding tax actually paid by the Customer for the Product in question.
Under no circumstances will BERLIN PACKAGING FRANCE S.A.S. be held liable in the event of indirect damage or loss of opportunity or loss (direct or indirect) of profits, production, customers, or commercial opportunities.
Article 4: Price – Billing – Payment – Reservation of title
4.1 Price
The Products are supplied at the current prices expressed in euros displayed on the Portal at the time of ordering. Unless expressly agreed otherwise, prices are net, including transport, excluding taxes on the basis of the prices communicated to the purchasing Customer.
Any tax, fee, duty or other charge payable under the regulationsations Frenchs or those of an importing country or a transit country are the exclusive responsibility of the purchasing Customer.
In the event of a fluctuation in the price of raw materials, energy costs, transport or materials used in the composition of packaging, significantly affecting the production price of the Products upwards or downwards, BERLIN PACKAGING FRANCE S.A.S. reserves the right to modify the prices of the Products on the Portal to take into account such fluctuations.
4.2 Billing
An invoice is established by BERLIN PACKAGING FRANCE S.A.S. for each delivery and issued at the time of delivery.
4.3 Payment terms
For the first order placed by the Customer, the price is payable in cash by bank transfer on the day the order is placed.
For subsequent orders, the price is payable by bank transfer 30 days end of months from the invoice date.
Payments made by the Customer will only be considered final after actual receipt of the sums due. by BERLIN PACKAGING FRANCE S.A.S.
4.4 Late or non-payment
In the event of late payment by the purchasing Customer, BERLIN PACKAGING FRANCE S.A.S. may charge late payment interest, the rate of which will be equivalent to the interest rate of the European Central Bank for its most recent refinancing operation increased by 10 points, from the due date appearing on the invoice, in addition to the amount of the recovery compensation set at forty (40) euros, in accordance with articles L. 441-10 and D.441-5 of the Commercial Code.
These penalties will be payable upon simple request from BERLIN PACKAGING FRANCE S.A.S., without formal notice being necessary. The Client must reimburse all costs incurred by the contentious recovery of the sums due, including the fees of ministerial officers, lawyers and other participants in the recovery.
In case of delay or defect payment, BERLIN PACKAGING FRANCE S.A.S. reserves the law to suspend all corders from the Buying Customer in progress, whether they are delivered or in the process of being delivered and whether their payment is due or not, without prejudice to any course of action, including legal action.
Under no circumstances may the purchasing Customer suspend any payment without the prior written consent of BERLIN PACKAGING FRANCE S.A.S. Any partial payment will be deducted first from the non-privileged part of the debt, then from the sum for which the earliest is due.
4.5 Requirement for guarantees or payment
Any notable deterioration in the credit or solvency of the Buying Customer may justify the requirement for guarantees or cash payment, or payment by draft payable upon execution of the corders received.
BERLIN PACKAGING FRANCE S.A.S. reserves the right, at any time, depending on the risks involved, to set an overdraft limit of each purchasing Customer and to require certain payment deadlines or certain guarantees.
4.6 Reservation of title
Expressly, all Products sold remain the property of BERLIN PACKAGING FRANCE S.A.S. until complete collection of the price by the latter, in principal and accessories.
Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten.
From their delivery or by exception of their provision and until the end of the retention of title, the risks relating to the Product(s) as well as any damage they may cause are assumed by the purchasing Customer.
The Customer must take out insurance guaranteeing all risks damages and liability caused or suffered by this Product(s) during the period of retention of title, whatever the cause, from their delivery or, as an exception, from their making available.
In the event of non-payment and after formal notice, BERLIN PACKAGING FRANCE S.A.S. is entitled to take back or have the item(s) taken back. Product(s), at the expense of the Customer.
In the event of seizure or any other intervention by a third party on the Product(s), the Customer must inform BERLIN PACKAGING FRANCE S.A.S. without delay in order to allow it to object and preserve its rights. The Client is also prohibited from pledging or transfer ownership of the Products as security.
In the event of a recovery or liquidation procedure to which the Customer would be subject, BERLIN PACKAGING FRANCE S.A.S. reserves the right to claim the Product(s) within the framework of said collective procedure.
Article 5: Risks – Force majeure
5.1 Risks
BERLIN PACKAGING FRANCE S.A.S. bears the risks inherent in the transport of ununloaded Products to the place of delivery agreed, excluding import formalities, duties, taxes and other official charges payable as a result of the importation, which will be at the responsibility of the Customer.
5.2 Force majeure
BERLIN PACKAGING FRANCE S.A.S. will not be liable and will not be deemed to have failed to fulfill any of its obligations. resulting from these General Conditions of Sale in the event of force majeure.
Constitute cases of force majeure external events, unpredictable and irresistible within the meaning of article 1218 of the Civil Code. The Parties expressly agree that force majeure also constitutes the demonstrations, public calamities, epidemics, fires, strikes, lack of fuel and materials raw materials, malfunction of ovens and installations and any other factor which is not linked to the will of BERLIN PACKAGING FRANCE S.A.S., likely to cause the cessation or slowdown of production and/or delivery of the Products.
The execution of the obligations affected by the case of force majeure will be suspended for the entire duration of said force majeure event and will then resume its course.
Article 6: Intellectual property
All intellectual property rights relating to the Products and/or any document produced and provided to the Customer are and remain the exclusive property of BERLIN PACKAGING FRANCE S.A.S., its suppliers or licensors. Any transfer or concession of intellectual property rights or know-how for the benefit of the Customer must be the subject of a written contract between BERLIN PACKAGING FRANCE S.A.S. and the Customer.
The Customer undertakes to immediately notify BERLIN PACKAGING FRANCE S.A.S. in the event that it discovers acts of counterfeiting of BERLIN PACKAGING FRANCE S.A.S. Products.
Article 7: Extended producer responsibility
BERLIN PACKAGING FRANCE S.A.S. meets its legal obligation to manage household packaging via its membership of the eco-organization CITEO (packaging sector).
The unique identifier of BERLIN PACKAGING FRANCE S.A.S. is the following : 548 288
This number guarantees that BERLIN PACKAGING FRANCE S.A.S., through its membership in an eco-organization, is in compliance with the regulatory obligations incumbent upon it pursuant to article L.541-10 of the Environmental Code.
Section 8 : Audit
If the parties agree in writing and by mutual agreement that the Supplier may carry out an audit on the premises of BERLIN PACKAGING FRANCE SAS or one of its subcontractors, this audit does not could be implemented only after prior written agreement from BERLIN PACKAGING FRANCE SAS and after prior conclusion of a confidentiality and non-solicitation agreement.
Item 9 : Applicable law – Attribution of jurisdiction
Relationships contractual between BERLIN PACKAGING FRANCE S.A.S. and the Buyer Customer are submitted under French law.
ALL DISPUTES TO WHICH THIS CONTRACT AND THE AGREEMENTS RESULTING FROM IT COULD GIVE RISE, CONCERNING THEIR VALIDITY, THEIR INTERPRETATION, THEIR EXECUTION, THEIR RESOLUTION, THEIR CONSEQUENCES AND THEIR FOLLOW-UP WILL BE SUBJECT TO IN THE COURTS FROM THE NICE RESORT.
This clause applies even in the event of interim relief, incidental request or multiple defendants or warranty appeal, and whatever the method and terms of payment for the Products. Any jurisdiction clauses mentioned on documents established by the purchasing Client, of whatever nature, cannot obstruct this exclusive jurisdiction of the Courts of Nice.
Article 10: Protection of personal data (GDPR)
BERLIN PACKAGING FRANCE S.A.S. treat them personal data of its professional Customers as part of the management of accounts, orders and invoicing, in accordance with Regulation (EU) 2016/679 (GDPR) and to the Data Protection Act.
The data is strictly necessary to the execution of the contract and are kept for the duration of the commercial relationship. They can only be transmitted to authorized service providers involved in the execution of the contract.
The Customer has the rights toaccess, rectification, erasure and opposition, which he can exercise in writing with BERLIN PACKAGING FRANCE S.A.S., 470 Promenade des Anglais, 06200 NICE.