General Terms and Conditions of Sale
I. SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (the “GTCS”) apply to all sales entered into by INTEGRAL SYSTEM (448 819 185 RCS LYON) (“INTEGRAL SYSTEM” or the “Service Provider”), with professional customers or consumers (the “Customers”), wishing to purchase the products offered for sale by the Service Provider (the “Products”) on the website or its mobile application https://www.integral-system.fr/shop/ (the “Site”).
Prior to placing an order, the Customer declares that they have full legal capacity enabling them to enter into obligations under these GTCS.
II. ENFORCEABILITY
No Product shall be delivered unless these terms of intervention of the Service Provider have been accepted by the Customer to whom they are addressed.
Placing an order with INTEGRAL SYSTEM implies the Customer’s full and unconditional acceptance of the GTCS, to the exclusion of any other documents such as brochures or catalogues issued by the Service Provider, which are for indicative purposes only.
By ticking the box “I have read and accept the General Terms and Conditions of Sale”, the Customer declares that they have read the GTCS and fully accepted them before validating the online order.
Any contrary condition unilaterally set by the Customer shall therefore, in the absence of express acceptance, be unenforceable against INTEGRAL SYSTEM, regardless of when it may have been brought to its attention.
As the GTCS may be amended subsequently, the version applicable to the Customer’s order is the version in force on the Site on the date the order is placed.
The Site is accessible on a permanent basis (24/7), subject to internet connection issues beyond INTEGRAL SYSTEM’s control.
The Service Provider reserves the right at any time to modify or temporarily suspend all or part of the Site for technical or other reasons, without having to inform the Customer in advance.
Unless proven otherwise, data recorded in INTEGRAL SYSTEM’s information system shall constitute proof of all transactions concluded with the Customer.
III. ORDER
III.1 Creation of a customer account
A Customer wishing to purchase Products, after reviewing the pricing in force, must create a customer account and specify whether they are a professional customer or a consumer customer (in accordance with the definitions set out in Articles X. SPECIAL CONDITIONS APPLICABLE TO PROFESSIONAL CUSTOMERS and XI. SPECIAL CONDITIONS APPLICABLE TO CONSUMERS).
Once the account has been created, for any subsequent order the Customer shall enter their username and password on the Site in order to access their account. In case of loss or forgetting of the password, the Customer may click on the “forgotten password” link to automatically receive an email enabling them to reset their password.
III.2 Essential characteristics of the ordered Products
The list of Products and their essential characteristics, specifications, illustrations, capacity indications, etc. presented on the Site may change at any time. In addition, the stock availability information shown on the Site is indicative only.
The Customer shall be solely responsible for ensuring that the ordered Product is suitable for their actual needs and declares that they have received, prior to placing the order, the information referred to in Article L.111-1 of the French Consumer Code (Code de la consommation).
III.3 Pricing
Unless expressly agreed specific conditions apply to a sale, the sale prices of the Products are those shown on the Site at the time the order is placed.
The sale prices of the Products may be changed at any time by the Service Provider on the Site.
Prices are expressed in legal currency and stated exclusive of taxes. The applicable VAT rate is the rate in force at the time the order is placed.
Delivery costs are additional and will be displayed separately before the Customer validates the order. The delivery cost is calculated based on the Products ordered.
III.4 Placing an order
Once the order has been placed, the sale shall be deemed final.
To do so, the Customer must follow the instructions communicated by the Site, which requires the following steps:
- Cart + validation
- Product delivery time indicated on the Site when the order is placed
- Confirmation of contact details + delivery address + billing address
- Ticking the box to accept the GTCS
- Order confirmation
- Payment: clicking “pay” = order validation
The Customer is responsible for ensuring the accuracy of the information provided about them.
Any order deemed abnormal (in particular with regard to the quantities ordered) by INTEGRAL SYSTEM shall not be fulfilled, with no compensation due by the Service Provider.
The Customer will receive an email acknowledging receipt of their order, summarizing the terms and conditions of the ordered Products. This acknowledgement constitutes the Service Provider’s acceptance and definitively forms the sales contract.
The Customer undertakes to inform the Service Provider without delay of any change to the information provided when placing the order (delivery address, billing address, etc.). The Customer shall bear the costs related to re-shipment of the Product(s).
IV. PAYMENT TERMS
Unless otherwise expressly agreed between the parties, payment of the price is due in full at the time of ordering.
The amount payable is that indicated in the order summary.
Validating the order entails an obligation for the Customer to pay the stated price of the Product plus delivery costs.
No order may be taken into account in the absence of full payment on that date, unless expressly agreed otherwise.
Payment for purchases may be made only by bank card, unless expressly agreed otherwise. The card is charged upon validation of the order. Payment processing is handled by Crédit Agricole Centre Est, an institution holding the required transaction security certification and using the SSL encryption protocol.
An invoice will be provided to the buyer upon simple request, by email to: commercial@integral-system.fr.
V. DELIVERY
V.1 General
The costs and risks related to the delivery operation of the Products are borne exclusively by INTEGRAL SYSTEM.
The risks of loss, theft or deterioration of the Products are transferred to the Customer upon the Customer taking possession of the Products.
Delivery will be made to the address indicated by the Customer when placing the order.
Any potential delivery delay of which INTEGRAL SYSTEM becomes aware will be communicated to the Customer.
If delivery has not occurred after expiry of a period of 30 days from acceptance of the order, a non-professional Customer may terminate the contract (Article L.216-2 of the French Consumer Code).
However, for professional Customers, delivery delays cannot give rise to any penalty or compensation, nor lead to cancellation of the order.
V.2 Insufficient stock of ordered Products
Within twelve (12) business hours following the order, the Customer will be informed by email in the event of insufficient stock preventing the Service Provider from meeting the agreed delivery timeframes.
The Customer may then request:
- Delivery within the scheduled timeframe for Products in stock, and postponed delivery (within a maximum period of 30 days) for the ordered Products that are unavailable, it being specified that additional delivery costs borne by the Customer may apply;
- Delivery within the scheduled timeframe for Products in stock and cancellation of the unavailable Products, it being specified that such Products will be refunded within 15 days from INTEGRAL SYSTEM’s receipt of the Customer’s bank details and the express, unequivocal cancellation request sent to: commercial@integral-system.fr;
- Reservation of available Products and delivery of the entire order once INTEGRAL SYSTEM’s stock has been replenished, it being specified that such delivery must occur within a maximum of 30 days from order validation;
- Cancellation of all ordered Products, it being specified that the Products will be refunded within 15 days from INTEGRAL SYSTEM’s receipt of the Customer’s bank details and the express, unequivocal cancellation request sent to: commercial@integral-system.fr.
V.3 Carrier
Transport will be carried out by a freight forwarder or a carrier such as CHRONOPOST or UPS.
Where delivery requires an appointment with the Customer, the carrier will contact the Customer as soon as possible to arrange a delivery appointment, which must be scheduled no later than seven (7) days from the execution of the order, i.e., the date on which INTEGRAL SYSTEM informs the Customer and the carrier that the order is ready.
INTEGRAL SYSTEM cannot be held liable for delivery delays due exclusively to the Customer’s unavailability after several appointment proposals by the carrier.
The Customer may notify the carrier and INTEGRAL SYSTEM of any reservations regarding the delivered Product (e.g., damaged package, already opened, etc.). However, receipt of the order remains the Customer’s responsibility.
For this purpose, the following is recommended:
- Open the parcel and check the Product before signing the delivery note (paper or electronic);
- Refuse the parcel if the delivery person does not allow the Customer to inspect the Product inside;
- Refuse any damaged Product and note reservations (such as “damaged box / damaged product”) on the delivery note;
- Refuse any Product that does not conform to the order.
Any reservation must be made either (i) to the carrier by a note on the delivery note or (ii) to INTEGRAL SYSTEM by registered letter with acknowledgement of receipt sent no later than 72 hours from delivery. No claim will be accepted by INTEGRAL SYSTEM in the event of non-compliance with these recommendations.
In the event of an apparent defect or non-conformity of the delivered Products with the ordered Products identified by the Customer on the day of receipt, INTEGRAL SYSTEM undertakes to replace the delivered Products with new Products identical to the order.
The return arrangements for the Products, and the costs incurred by the return and delivery of the replacement Products, shall be borne exclusively by the Service Provider.
V.4 Territorial scope
INTEGRAL SYSTEM delivers its Products in mainland France and Corsica, excluding overseas territories (DROM-COM).
VI. FORCE MAJEURE – LIABILITY
INTEGRAL SYSTEM shall not be held liable for any failure to perform its contractual obligations due to a fortuitous event or a force majeure event as defined by the case law of French courts.
In any event, INTEGRAL SYSTEM’s liability shall not exceed the total amount actually paid by the Customer in settlement of the order.
VII. WARRANTY – AFTER-SALES SERVICE
The Customer may decide to invoke the warranty against hidden defects (garantie des vices cachés) within the meaning of Article 1641 of the French Civil Code and, in that case, may choose between cancellation of the sale or a reduction of the sale price in accordance with Article 1644 of the French Civil Code.
The Customer also benefits from the legal warranty of conformity (garantie légale de conformité) and has a period of two (2) years from delivery of the goods to take action against the Service Provider. The Customer may choose between repair or replacement of the Product, subject to the cost conditions provided for in Article L.217-9 of the French Consumer Code. The Customer is not required to prove the existence of the lack of conformity during the 24 months following delivery; this period is reduced to 6 months for second-hand goods.
The legal warranty of conformity applies independently of any commercial warranty that may cover the Product.
Each Product may be subject to a specific warranty due to its characteristics. Such warranty will be specifically mentioned on the Product’s technical datasheet.
Excluded from the commercial warranty are the replacement of consumables, as well as malfunctions linked to lack of maintenance and/or normal wear and tear of the Products.
Furthermore, the Customer remains responsible for the data stored on their IT installation, and INTEGRAL SYSTEM shall not be liable in this respect.
In addition, in the event of data loss, the Customer may not claim damages relating to any value of data recorded on disks. Likewise, INTEGRAL SYSTEM cannot be held responsible for any direct or indirect, tangible or intangible damage relating to such data resulting from any cause whatsoever.
The commercial warranty may differ from legal warranties in terms of its content, implementation conditions, duration, scope, etc.
After-sales service will be provided by INTEGRAL SYSTEM or by a manufacturer for the entire duration of the Product warranty.
After-sales service fees will be subject to a quotation sent to the Customer within 5 to 30 business days after INTEGRAL SYSTEM has analyzed the problem or anomaly described. Return shipping costs for the Product(s) to INTEGRAL SYSTEM’s premises shall be borne by the Customer.
VIII. INTELLECTUAL PROPERTY
All texts, comments, illustrations, works and images reproduced or represented on the website https://www.integral-system.fr/shop/ are strictly reserved under copyright and intellectual property rights worldwide. As such, and in accordance with the French Intellectual Property Code, only use for private purposes is authorized, subject to different or more restrictive provisions of the Intellectual Property Code. Any total or partial reproduction or representation of the website, or of all or part of the elements on the website, is strictly prohibited.
Furthermore, the Service Provider is and remains the sole holder of intellectual property rights relating to the Products, including ownership of software and hardware components, trademarks, logos and domain names belonging to it. The rights granted to the Customer do not transfer to them, in whole or in part, any intellectual property right.
The Service Provider shall not assume any liability vis-à-vis the Customer regarding any third-party infringement claim resulting from: (i) use by the Customer of the Product in non-compliant conditions giving rise to the infringement; (ii) use by the Customer of the Product in combination with a third-party element insofar as the infringement claim could not have been brought against the third-party element alone; or (iii) use of an infringing version of the Product where the Service Provider has made available a new non-infringing version and has instructed the Customer in writing to use it.
IX. SEVERABILITY – APPLICABLE LAW
If any provision, or part of a provision, of these GTCS is held to be illegal, void or unenforceable, such provision or part thereof shall be deemed not to form part of these GTCS.
The legality, validity or enforceability of the other provisions of these GTCS shall not be affected, unless applicable law requires otherwise.
These General Terms and Conditions of Sale shall be governed by French law.
X. SPECIAL CONDITIONS APPLICABLE TO PROFESSIONAL CUSTOMERS
1. Definition of a professional Customer
A professional Customer means “any natural or legal person, public or private, acting for purposes within the scope of their commercial, industrial, craft, liberal profession or agricultural activity, including when acting in the name or on behalf of another professional”.
The Customer shall indicate themselves whether they are a professional Customer when creating their customer account.
2. Jurisdiction clause
Any dispute arising from the formation, interpretation or performance of these GTCS shall fall within the exclusive jurisdiction of the Commercial Court of LYON (Tribunal de commerce de LYON), notwithstanding multiple defendants or third-party proceedings.
3. Payment terms
An invoice will be issued automatically for the benefit of the professional Customer.
Under no circumstances may payments due to the Service Provider be suspended, reduced or set off without its prior written consent.
In the event of non-payment at the due date, late-payment penalties equal to the European Central Bank (ECB) semiannual key rate (Refi rate) in force on 1 January or 1 July depending on the date of the order, increased by 10 points, shall apply from the day following the contractual due date.
Late-payment penalties are payable without the need for any reminder.
Pursuant to Article D.441-5 of the French Commercial Code, in the event of late payment, the debtor shall automatically be liable to the creditor, in addition to late-payment penalties, for a fixed recovery fee of EUR 40.
Any payment made to INTEGRAL SYSTEM shall be allocated to amounts due whatever the cause, starting with those that have been due the longest.
In the event of non-payment of the price when due, INTEGRAL SYSTEM may automatically terminate the sale thirty (30) days after a formal notice to pay has remained without effect, without prejudice to any damages it may subsequently claim.
XI. SPECIAL CONDITIONS APPLICABLE TO CONSUMERS
1. Definition of a consumer Customer
A consumer Customer means “any natural person acting for purposes that do not fall within the scope of their commercial, industrial, craft, liberal profession or agricultural activity”.
The Customer shall indicate themselves whether they are a consumer Customer when creating their customer account.
2. Making the GTCS available
In accordance with Articles L.112-1, L.112-2 and L.141-1 of the French Consumer Code, these GTCS are made available to any buyer for information purposes.
3. Consumer right of withdrawal
Pursuant to Article L.121-20-12 of the French Consumer Code, the consumer Customer has a period of fourteen (14) clear calendar days from receipt of the Product to exercise their right of withdrawal, without having to justify any reason and without penalty.
After the withdrawal period referred to above, the Customer may not change their mind.
In the case of staggered delivery of Products, the withdrawal period runs only from receipt of the last Product.
The Customer must inform the Service Provider by email at: commercial@integral-system.fr.
The Customer must return, within the above period, the Product concerned by the withdrawal to the following address: INTEGRAL SYSTEM – 31 rue AMPERE - 69680 CHASSIEU.
Returns must be made in their original condition and complete (packaging, etc.) allowing the Product to be resold as new. In the event of depreciation of the Product resulting from handling other than what is necessary to establish the nature, characteristics and proper functioning of the Product, the Customer may be held liable.
Upon receipt, and provided that the Customer has supplied their bank details, INTEGRAL SYSTEM will refund the Product (including the delivery costs applied when the order was placed).
4. Amicable dispute resolution
Under Article L.612-1 of the French Consumer Code: “Every consumer has the right to use, free of charge, a consumer mediator with a view to the amicable resolution of the dispute between the consumer and a professional.”
Disputes falling within the scope of Article L.612-1 of the French Consumer Code are the contractual disputes defined in Article L.611-1 of the French Consumer Code, i.e., contractual disputes concerning the performance of a sales or services contract between a consumer and a professional. The provision covers domestic and cross-border disputes.
The Customer may, at their own expense, be assisted by an advisor.
XII. DATA PROCESSING AND FREEDOM – GDPR
INTEGRAL SYSTEM informs the Customer that the personal data requested are necessary for INTEGRAL SYSTEM to process the Customer’s request and perform its services.
INTEGRAL SYSTEM undertakes to ensure the security and confidentiality of the data provided and to process them in accordance with applicable regulations on personal data protection, in particular Regulation (EU) 2016/679 of 27 April 2016 and French Law No. 78-17 of 6 January 1978 as amended (the “French Data Protection Act”).
By accepting these GTCS, the Customer consents to INTEGRAL SYSTEM collecting and using their data for the performance of this contract. The Customer also consents to receiving emails and telephone calls containing information and commercial offers regarding products or services offered by INTEGRAL SYSTEM.
The Customer may unsubscribe at any time by clicking the link at the bottom of INTEGRAL SYSTEM emails, or by contacting the Service Provider by registered letter with acknowledgement of receipt.
The Customer may exercise their individual right of access to their data, their right to object to receiving marketing communications, and their right to rectification or deletion with INTEGRAL SYSTEM, in accordance with French Law No. 78-17 of 6 January 1978, for all information provided in the context of this commercial relationship.
In the event the right to object is exercised, all communications to the Customer (excluding account management communications) will cease.