Terms of Sale
These General Terms of Sale apply to all sales of products by BAI EUROPE, a French simplified joint-stock company (SAS) whose registered office is at 1593 Route d'Avignon, 84320 Entraigues-sur-la-Sorgue, France, registered under SIREN number 108 082 090, intra-EU VAT number FR17108082090 (the "Supplier"). Contact: contact@europe-bai.com.
Article 1 – Scope
In accordance with Article L 441-1 of the French Commercial Code, these General Terms of Sale form the sole basis of the commercial relationship between the parties. They set out the conditions under which the Supplier provides professional buyers (the "Buyer" or "Buyers") who request them, via the Supplier's website, by direct contact or on paper, with the following products: embroidery machines, spare parts, consumables and software licences (the "Products"). They apply without restriction or reservation to all sales concluded by the Supplier with Buyers of the same category, whatever the clauses that may appear in the Buyer's documents, and in particular its general terms of purchase. In accordance with applicable regulations, these General Terms of Sale are provided to any Buyer who requests them, to enable them to place an order with the Supplier. They are also provided to any distributor (other than a wholesaler) before the conclusion of a single agreement referred to in Articles L 441-3 et seq. of the French Commercial Code, within the legal time limits. Any order of Products implies the Buyer's acceptance of these General Terms of Sale and of the terms of use of the Supplier's website for electronic orders. The information in the Supplier's catalogues, brochures and price lists is given for information only and may be revised at any time. The Supplier may make any changes it considers useful.
Article 2 – Orders – Prices
2-1 Sales are only final once the Buyer's order has been expressly accepted in writing by the Supplier, who will check in particular the availability of the products ordered; acceptance is confirmed by email and/or registered letter. Orders must be confirmed in writing, by means of an order form duly signed by the Buyer. The Supplier provides electronic ordering means (including acceptance and confirmation) on its website europe-bai.com, allowing the Buyer to order products quickly and conveniently. For orders placed exclusively online, an order is recorded on the Supplier's website when the Buyer accepts these General Terms of Sale and validates the order. This validation implies acceptance of these General Terms of Sale in full and constitutes proof of the sales contract. Receipt and acceptance of the order are confirmed by email. The data recorded in the Supplier's information system constitutes proof of all transactions concluded with the Buyer.
2-2 Any changes requested by the Buyer may only be taken into account, within the limits of the Supplier's capabilities and at its sole discretion, if they are notified in writing at least 10 days before the scheduled delivery date of the Products ordered, after the Buyer has signed a specific order form and the price has been adjusted where necessary.
2-3 If the Buyer cancels the order after its acceptance by the Supplier less than 3 days before the scheduled date of supply of the Products ordered, for any reason other than force majeure, the Buyer shall bear all delivery and return costs.
2-4 Products are supplied at the Supplier's prices in force on the day the order is placed and, where applicable, in the specific commercial proposal sent to the Buyer. These prices are firm and not subject to revision during their period of validity, as indicated by the Supplier. Prices are net and exclusive of VAT, ex works, packaging extra. They do not include transport, any customs duties or insurance, which remain payable by the Buyer. A business established in another EU Member State with a valid intra-EU VAT number is invoiced without VAT under the reverse-charge mechanism; otherwise VAT is added. Special pricing conditions may apply depending on the Buyer's specific requirements, in particular regarding delivery terms and lead times or payment terms. A specific commercial offer will then be sent to the Buyer by the Supplier.
Article 3 – Payment terms
Unless a payment in instalments has been specifically agreed, the full purchase price of the Products is payable when the order is placed. Full payment triggers the dispatch of the order. The Supplier is not required to deliver the Products ordered if the Buyer has not paid the price under the conditions set out above. The following payment methods may be used: bank card, Apple Pay and bank transfer. Payments made by the Buyer are only considered final once the sums due have actually been received by the Supplier.
Where payment in instalments has been agreed, if the Buyer pays late, beyond the due date shown on the invoice, late-payment penalties shall automatically be due to the Supplier, without any formality or prior formal notice, at a rate equal to three times the French legal interest rate, applied to the amount including VAT shown on the invoice. Late payment shall make all sums due immediately payable, without prejudice to any other action the Supplier may be entitled to take against the Buyer. If the payment conditions above are not met, the Supplier also reserves the right to suspend the performance of its obligations. Unless the Supplier has given its express, prior written consent, and provided that the reciprocal claims and debts are certain, liquid and payable, no set-off may validly be made between any penalties for late delivery or non-conformity of the Products ordered by the Buyer, on the one hand, and the sums due by the Buyer to the Supplier for the purchase of those Products, on the other. Finally, a fixed indemnity for recovery costs of 40 euros shall be due by the Buyer, automatically and without prior notice, in the event of late payment. The Supplier reserves the right to claim additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
Until the Buyer has paid the price in full, the Supplier retains ownership of the products sold, allowing it to take them back. Any deposit paid by the Buyer shall be retained by the Supplier as fixed compensation, without prejudice to any other action it may be entitled to take against the Buyer. The risk of loss and damage, however, passes to the Buyer upon delivery of the Products ordered. The Buyer therefore undertakes to insure the Products ordered, at its own expense and for the benefit of the Supplier, with appropriate insurance until ownership has been fully transferred, and to provide evidence of this to the Supplier upon delivery. Failing this, the Supplier may delay delivery until such evidence is provided.
Article 4 – Delivery and returns
4-1 Delivery. The delivery time is indicated when the order is placed and runs from receipt of payment. This time limit is not binding, and the Supplier shall not be liable to the Buyer for any delay in delivery not exceeding 30 days. If the delay exceeds 30 days, the Buyer may request the cancellation of the sale; any deposits already paid shall then be refunded by the Supplier. The Supplier shall in no event be liable for any delay or suspension of delivery attributable to the Buyer or in the event of force majeure. Delivery is made to the address previously specified by the Buyer. Products travel at the Buyer's risk. The Buyer must check the apparent condition of the products upon delivery. In the absence of reservations expressly made by the Buyer upon delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order. The Buyer has 3 days from delivery and receipt of the products ordered to make such reservations to the Supplier in writing. No claim can be validly accepted if the Buyer fails to comply with these formalities. The Supplier shall replace, as soon as possible and at its own expense, any Products delivered whose non-conformity has been duly proven by the Buyer.
4-2 Returns. As sales are concluded between professionals, no statutory right of withdrawal applies. On a strictly commercial and exceptional basis, a return may be accepted only with the Supplier's prior written agreement, and subject to all of the following conditions: the machine has never been used, the original packaging is intact, all accessories are complete, and there is no damage, impact or sign of use whatsoever. The initial delivery costs, the return costs and the organisation of the transport are exclusively borne by the Buyer and are the Buyer's responsibility. The Supplier may suggest a partner carrier; the Buyer may also use a carrier of its choice, under its sole responsibility. The return address is communicated to the Buyer when the return is confirmed. On receipt, a full inspection is carried out. Any damage or non-conformity will give rise to charges for repair, reconditioning or restocking.
Article 5 – Transfer of ownership – Transfer of risk
5-1 Transfer of ownership. Ownership of the Products shall only pass to the Buyer once the Buyer has paid the price in full, whatever the delivery date of the Products.
5-2 Transfer of risk. The risks of loss and damage to the products pass to the Buyer upon delivery and receipt of the products, independently of the transfer of ownership, whatever the date of the order and of its payment.
Article 6 – After-sales service – Warranty
The products delivered by the Supplier are covered by a contractual warranty of 2 years from the date of delivery, covering the non-conformity of the products with the order and any hidden defect resulting from a defect in materials, design or manufacture affecting the products delivered and making them unfit for use. The warranty forms an indivisible whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified. This warranty is limited to the replacement or refund of non-conforming or defective products. Any warranty is excluded in the event of misuse, negligence or lack of maintenance by the Buyer, as well as in the event of normal wear and tear of the Product or force majeure. To assert its rights, the Buyer must, on pain of forfeiting any related action, inform the Supplier in writing of the existence of defects within a maximum of 10 days of their discovery.
Under the warranty, the Supplier diagnoses the fault remotely with the Buyer and ships the replacement parts recognised as defective from its European hub, together with the fitting procedure. Labour costs and any technician travel are not covered by the warranty and remain payable by the Buyer. The replacement of defective Products or parts shall not extend the warranty period set out above. Finally, the warranty does not apply if the Products have been subject to abnormal use, or have been used in conditions other than those for which they were manufactured, in particular in the event of failure to comply with the conditions set out in the user manual. Nor does it apply in the event of deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.
Warranty exclusions. Failures resulting in particular from the following are expressly excluded from the warranty: mishandling (needle striking a hoop, timing offset, bent needle foot), embroidering on materials that are too thick or unsuitable, lack of maintenance or failure to follow the user manual, excessive humidity of the premises, machine not stable or not levelled, repeated thread jams without adjustment, and more generally any misuse or non-compliant use. The Supplier may continue to provide technical assistance, but outside the warranty and for a fee.
Article 7 – Personal data
The personal data collected from Buyers is processed electronically by the Supplier. It is recorded in its customer file and is essential to process the order. This information and personal data are also kept for security purposes and to comply with legal and regulatory obligations. It is kept for as long as necessary to perform orders and any applicable warranties. The data controller is the Supplier. Access to personal data is strictly limited to the data controller's employees authorised to process it by virtue of their duties. The information collected may be passed on to third parties bound to the company by contract for the performance of subcontracted tasks, without the Buyer's authorisation being required. In performing their services, these third parties have only limited access to the data and are required to use it in accordance with applicable personal data protection legislation. Apart from the cases set out above, the Supplier undertakes not to sell, rent, transfer or give third parties access to the data without the Buyer's prior consent, unless required to do so for a legitimate reason. If the data is to be transferred outside the EU, the Buyer will be informed and told of the safeguards taken to secure the data (for example, standard contractual clauses approved by the European Commission). In accordance with applicable regulations, the Buyer has the right to access, rectify, erase and port the data concerning it, as well as the right to object to processing on legitimate grounds, which it may exercise by contacting the data controller at the postal address above or by email at contact@europe-bai.com. Any complaint may be sent to the same address.
Article 8 – Hardship
In the event of a change in circumstances that was unforeseeable when the contract was concluded, in accordance with Article 1195 of the French Civil Code, the Party that did not agree to bear the risk of an excessively onerous performance may ask the other Party to renegotiate the contract. However, if the change in unforeseeable circumstances is permanent or lasts more than 2 months, these terms shall be purely and simply terminated in accordance with Article 12.
Article 9 – Specific performance
In the event of a breach by either Party of its obligations, the Party suffering the breach has the right to request specific performance of the obligations arising from these terms. By way of derogation from Article 1221 of the French Civil Code, the creditor of the obligation may seek such specific performance after a simple formal notice sent to the debtor by registered letter with acknowledgement of receipt that has remained unanswered, whatever the circumstances and even if there is a manifest disproportion between its cost to the debtor in good faith and its interest to the creditor. By express derogation from Article 1222 of the French Civil Code, in the event of a breach by either Party of its obligations, the Party suffering the breach may not have the obligation performed by a third party at the expense of the defaulting Party. The creditor of the obligation may, however, ask a court to order the defaulting Party to advance the sums necessary for such performance. The Party suffering the breach may, in the event of non-performance of any of the obligations incumbent on the other Party, request the termination of these terms in accordance with Article 12.
Article 10 – Exception of non-performance
Pursuant to Article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even when it is due, if the other Party does not perform its own and if such non-performance is sufficiently serious, that is to say likely to call into question the continuation of the contract or fundamentally upset its economic balance. The suspension of performance takes effect immediately upon receipt by the defaulting Party of the notice of breach sent to it by the Party suffering the breach, stating its intention to apply the exception of non-performance until the defaulting Party has remedied the breach, sent by registered letter with acknowledgement of receipt or on any other durable written medium providing proof of dispatch. This exception of non-performance may also be used preventively, in accordance with Article 1220 of the French Civil Code, if it is clear that one of the Parties will not perform its obligations when they fall due and that the consequences of such non-performance are sufficiently serious for the Party suffering the breach. This option is used at the risk of the Party that takes the initiative. The suspension of performance takes effect immediately upon receipt by the presumed defaulting Party of the notice of intention to apply the preventive exception of non-performance, until the presumed defaulting Party performs the obligation for which a future breach is manifest, sent by registered letter with acknowledgement of receipt or on any other durable written medium providing proof of dispatch. However, if the impediment is permanent or lasts more than 60 days, these terms shall be purely and simply terminated in accordance with Article 12.
Article 11 – Force majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations described herein results from a case of force majeure within the meaning of Article 1218 of the French Civil Code, or from exceptional health or climatic events beyond the control of the Parties. The Party noting the event must immediately inform the other Party of its inability to perform and provide justification. The suspension of obligations shall in no case give rise to liability for non-performance of the obligation concerned, nor to the payment of damages or late-payment penalties. Performance of the obligation is suspended for the entire duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their reciprocal obligations disappears, the Parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is permanent, these terms shall be purely and simply terminated in accordance with Article 12. During this suspension, the Parties agree that the costs arising from the situation shall be borne by the prevented Party.
Article 12 – Termination of the contract
12-1 Termination for sufficiently serious non-performance. Notwithstanding Article 12-3 below, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, the Party suffering the breach may notify the defaulting Party, by registered letter with acknowledgement of receipt, of the termination of these terms for fault, 15 days after receipt of a formal notice to perform that has remained unanswered, in application of Article 1224 of the French Civil Code.
12-2 Termination for force majeure. Notwithstanding Article 12-3 below, termination by operation of law for force majeure may only take place 30 days after receipt of a formal notice sent by registered letter with acknowledgement of receipt or by any extrajudicial act.
12-3 Termination for breach of a party's obligations. In the event of failure by either party to comply with the following obligations: payment of the sums due, or delivery of the products covered by this contract referred to in Articles 3 and 4, the contract may be terminated at the discretion of the injured Party. It is expressly agreed that such termination shall take place by operation of law 15 days after receipt of a formal notice to perform that has remained wholly or partly without effect. The formal notice may be sent by registered letter with acknowledgement of receipt or by any extrajudicial act, and must state the intention to apply this clause.
12-4 Provisions common to all cases of termination. As the services exchanged between the Parties since the conclusion of the contract and until its termination can only be useful through the complete performance of the contract, they shall give rise to full restitution. In any event, the injured Party may claim damages in court.
Article 13 – Disputes
All disputes to which these terms and the agreements arising from them may give rise, concerning their validity, interpretation, performance, termination, consequences and aftermath, shall be submitted to the competent courts under ordinary law.
Article 14 – Applicable law – Language of the contract
These General Terms of Sale and the transactions arising from them are governed by French law. They are drawn up in French. If they are translated into one or more languages, only the French text shall prevail in the event of a dispute.
Article 15 – Acceptance by the Buyer
The Buyer acknowledges having read these General Terms of Sale and accepts them without reservation, such acceptance taking effect as soon as the order is placed, whatever the ordering method used.