General Terms and Conditions of Online Sales and Service Provision to Professionals
1.1. These general terms and conditions represent the full extent of the obligations of the parties. In this sense, the buyer is deemed to accept them without reservation.
1.2. The seller and/or service provider and the buyer agree that these general terms and conditions of sale and service provision exclusively govern their relationship. The seller and/or service provider reserves the right to modify these general terms and conditions periodically. They will apply as soon as they are posted online.
1.3. These general terms and conditions of sale take precedence over any other document, and in particular over all general purchasing conditions. They apply, without restriction or reservation, to all services rendered by the seller and/or service provider to buyers of the same category. They will apply as soon as they are posted online.
1.4. Should a condition of sale and/or service provision be lacking, it would be considered governed by the practices in force in the sector of distance selling under French law.
2.1. These general terms and conditions aim to define the rights and obligations of the parties in the context of online sales of goods, materials, and services offered by the seller and/or service provider to the buyer.
2.2. These conditions only concern purchases made by buyers located in France and Europe and delivered exclusively within these territories.
3.1. For any account opening, the client must imperatively provide our company with its corporate name, registered office, Siret number, intra-community VAT number, a bank identity statement including the IBAN and BIC codes, as well as the name, first name(s), and telephone contact details of the individual in charge of the orders (purchases). The provision of this information is the client's responsibility, and EMSFACTORY cannot be held responsible for any possible errors concerning these data. Furthermore, the individual whose identity and telephone details are communicated to our company is deemed to have full power to contract with EMSFACTORY without the latter having to perform any verification. The client will be solely responsible in case of failure.
3.2. These details are communicated to EMSFACTORY using a form available on our website (www.emsfactory.com) or sent to the client by email, upon simple request communicated to the following address: contact@emsfactory.com. For the order to be validated, the buyer must accept these general terms and conditions by clicking in the indicated area. They must also choose the delivery address and mode of delivery. Payment is made as stated in Article 11 below.
3.3. The order is received by our company under the conditions defined on our website (www.emsfactory.com). Any order received beyond these deadlines will be deemed placed on the following business day.
3.4. Any order constitutes acceptance of the prices and descriptions of the products available for sale and/or the services offered by our company. Any dispute on this point will occur within the framework of a possible exchange and the application of the warranties mentioned below.
3.5. In certain cases, particularly in case of non-payment, incorrect address, or other problems on the buyer's account, the seller and/or service provider reserves the right to block the buyer's order until the problem is resolved.
3.6. In case a product sold by our company or necessary for the performance of the ordered service is unavailable, the buyer will be informed by email. The order may then be modified under the conditions defined in Article 12 of these general terms and conditions.
3.7. For any questions related to order tracking, the buyer can access tracking on their web account and can send an email to the following address: contact@emsfactory.com.
4.1. The provision of the buyer's bank details and the final validation of the order will constitute proof of the buyer's agreement, in accordance with the provisions of the law of March 13, 2000, and will entail:
4.2. In case of fraudulent use of bank details, the buyer is invited, as soon as this use is noticed, to inform the seller and/or service provider by email at the following address: contact@emsfactory.com.
No order acknowledgment will be sent by our company. However, we issue an automatic email acknowledging your order and keep our customers informed in case of any anomalies encountered during the performance of the service.
The computerized registers, kept in the computer systems of the seller and/or service provider under reasonable security conditions, will be considered as proof of communications, orders, and payments between the parties. The archiving of order forms and invoices is carried out on a reliable and durable medium that can be produced as proof.
7.1. The products and services governed by these general terms and conditions relate to the sale of electronic cards whose assembly is carried out by our company, and whose list of components and the plan have been communicated to us by the buyer, as well as the services detailed in Article 8 hereafter and which are performed in France, at the address of our registered office. The products sold and the services offered are within the limits of availability of the seller and/or service provider.
7.2. The components of the products sold or the proposed realizations, which are chosen by the client and whose list and references are communicated to us, are described and represented as accurately as possible. However, if errors or omissions have occurred regarding this presentation, the responsibility of the seller and/or service provider cannot be engaged.
7.3. The photographs of the components are not contractual.
The sales and services offered by our company are under the following conditions:
8.1. For the sale of a prototype (assembly of electronic cards), only the IPC-A-610 class 1 standard is required. No other standard, specification, qualification, or other can be requested by the client, who acknowledges having knowledge of these provisions and ordering in consideration of these provisions.
8.2. For the PCB Design service (routing of electronic cards), no standard, specification, qualification, or other can be demanded by the client. Only the technical specifications indicated by the client during the quotation request will be taken into account for the performance of our service. EMSFACTORY commits to applying the "business rules" it considers adapted to the client's project on the date of execution of the service.
8.3. For the rework service (replacement of component(s)), no standard, specification, qualification, or other can be demanded by the client. Only the technical specifications indicated by the client during the quotation request will be taken into account for the performance of our service.
Furthermore, in the performance of this service, our company cannot be held responsible for the impossibility of successfully completing its mission due to accidental damage caused to the electronic card. EMSFACTORY commits, in any case, to preserve the electrical connections of the card. We reserve the right, in case of impossibility to complete the operation, to return the card as is and to reimburse the client or not, in application of the provisions of Article 15.8 hereafter.
8.4. For the DFM service (industrialization), no standard, specification, qualification, or other can be demanded by the client. Only the technical specifications indicated by the client during the quotation request will be taken into account for the performance of our service. EMSFACTORY commits to applying the "business rules" it considers adapted to the client's project on the date of execution of the service.
For the realization of all sales and services mentioned in points 1 to 4 above, the possible responsibility of our company applies as stated in Article 15 hereafter.
All technical documents provided to our clients remain the exclusive property of the company, the sole holder of the intellectual property rights on these documents, and must be returned to it upon its first request.
Our clients undertake not to use these documents and rights in a manner that could infringe upon the industrial or intellectual property rights of our company and agree not to disclose them to any third party, under penalty of incurring their liability.
Our company reserves all rights, titles, and interests in:
Any element provided by the client to our company remains the property of the client and is protected by the intellectual property code and any other regulatory or legislative text in force. The client therefore declares to have all the rights and/or necessary authorizations for the use of the data, documents, etc., that he provides to our company and guarantees our company against any possible claim from a third party. Our company commits to keeping the confidential nature of them and to keeping a copy of only the documents necessary for the realization of its work files.
Furthermore, our company reserves all rights, title, and interest in:
No party may use the name, denomination, trademarks or logos or other appellations, commercial or not, of the other party without prior written agreement of the latter.
10.1. The seller and/or service provider reserves the right to modify its prices at any time but commits to applying the rates in effect at the time of the order, subject to availability on that date.
10.2. Prices are indicated in euros. They do not include shipping costs, which are billed in addition, and indicated before the validation of the order. The prices include the VAT applicable on the day of the order, and any change in the applicable VAT rate will automatically be reflected in the price of the products sold. Payment of the price must be made under the conditions defined in Article 11 below. At no time can the sums paid be considered as deposits or down payments.
10.3. If one or more taxes or contributions, in particular environmental, were to be created or modified, up or down, this change could be reflected in the selling price of the products.
11.1. Our invoices are payable in full, in one installment, by bank transfer, credit card, "PayPal", or French bank or postal check. Only effective collection will be considered as payment under these general terms and conditions.
11.2. Exceptionally, our company may grant payment terms, which must not exceed thirty (30) net days.
11.3. Any invoice not paid on its due date will result in the application of late payment penalties set at three (3) times the legal interest rate. These penalties are payable by right and will be automatically debited from the client's account.
11.4. Our company reserves the right to suspend any order management and delivery in case of refusal of payment authorization by officially accredited bodies or in case of non-payment.
11.5. Our company also reserves the right to refuse to perform a delivery or to honor an order from a buyer who has not fully or partially paid a previous order or with whom a payment dispute is in progress.
11.6. Our company additionally reserves the possibility of seizing the competent jurisdiction to enforce the payment of the order by the recalcitrant client, if necessary under penalty.
12.1. Except in cases of force majeure or during closure periods expressly announced on the homepage of the site, shipping times will be, within the limits of available stocks, those indicated to you by our company at the time of placing the order. Shipping times run from the date of registration of the order indicated on the order confirmation email, subject to payment of the price.
12.2. In case of delay, the seller and/or service provider cannot be held liable, except in the case of proven and effective responsibility of our company. Consequently, no claim for compensation, of any nature whatsoever, can be claimed by the buyer. However, in case of non-compliance with the deadlines for a cause attributable to our company, our prices will be adjusted accordingly, without ever being lower than the best price displayed, which takes into account a delivery time of fifteen (15) working days from the receipt of the order.
12.3. In case of unavailability of the ordered product, the buyer will be informed as soon as possible and will have the possibility to cancel the order. The buyer will then have the choice to request either the refund of the amounts paid within a maximum of fifteen (15) days of their payment, or the exchange of the product, or to accept the modification of the execution and delivery times. If the components of the products sold or necessary for the performance of the ordered services are unavailable for more than fifteen (15) days from the receipt of the order, the buyer will have the possibility to terminate the contract.
13.1. Delivery times communicated to our clients are contractual. Our prices are indexed on delivery times. They are one (1) day for deliveries to be made in mainland France and may vary from two (2) to four (4) days for deliveries to be made outside mainland France, depending on the geographical distance separating the buyer's state from France. They also depend on the communication by the buyer of all the information and documents necessary for the realization of the sale and/or service, and in particular of the estimate, and will be communicated to the buyer via the internet, either on the account opened by the client or by email.
13.2. Delivery is only made after confirmation of payment by the seller's and/or service provider's banking institution, except for payment terms granted by our company.
13.3. The products and/or services ordered are delivered by postal service or by any other carrier chosen by our company.
13.3. The products and/or services are delivered to the address indicated by the buyer on the form mentioned in Article 3.2 of these general terms and conditions. The buyer must therefore ensure its accuracy. Any package returned to the seller and/or service provider because of an incorrect or incomplete delivery address will be reshipped at the buyer's expense. The buyer may, at his request, obtain the sending of an invoice to the billing address and not to the delivery address, by validating the option provided for this purpose on the order form.
13.4. If the buyer is absent on the day of delivery, the delivery person will leave a notice in the mailbox, which will allow the package to be collected at the indicated location and within the indicated time frame.
13.5. If, at the time of delivery, the original packaging is damaged, torn, and/or opened, the buyer must check the condition of each item. If they have been damaged, the buyer must imperatively refuse the package and note a reservation on the delivery slip of the carrier and all other documents that would be handed to him (parcel refused because opened or damaged).
13.6. The buyer must indicate on the delivery slip of the carrier and in the form of handwritten reservations, accompanied by his signature, any anomaly concerning the delivery (damage, missing product compared to the delivery slip, damaged package, broken products, etc.).
This verification is considered to have been carried out as soon as the buyer, or a person authorized by him, has signed the delivery note.
13.7. In case of reservations, the buyer must confirm them to the carrier by registered letter with acknowledgment of receipt, no later than three (3) working days after receipt of the item(s) and send a copy of this letter to the seller and/or service provider, by simple letter to the address indicated in the legal notices of the site.
13.8. If the products need to be returned to the seller and/or service provider, they must be subject to a return request to the seller and/or service provider within seven (7) days following the delivery. Any claim made beyond this period will not be accepted. The return of the product can only be accepted for products in their original state, with packaging.
14.1. The buyer must submit any claim for delivery error and/or non-conformity of products in kind or in quality compared to the indications on the order form to the seller and/or service provider on the same day of delivery or no later than the first working day following the delivery. Any claim made after this period will be rejected.
14.2. The claim can be made, at the buyer's discretion:
14.3. Any claim not made according to the rules defined above and within the given deadlines will not be considered and will release the seller and/or service provider from any responsibility towards the buyer.
14.4. In case of delivery error or exchange, any product for exchange or refund must be returned to the seller and/or service provider in its entirety and in its original packaging, by any means communicated by the seller and/or service provider, particularly through the carrier chosen by the seller and/or service provider at the following address: Site Montesquieu – 10 allée Pierre Gilles de Gennes 33650 MARTILLAC France.
14.5. The return costs are at the expense of the seller and/or service provider.
15.1. In the event of apparent defects or any other non-conformity noted by the client, the claim, whatever its nature, will only be accepted by our company if it is made in writing, by registered letter with acknowledgment of receipt or by any other form of writing, within three (3) working days from the date of receipt, and without prejudice to the provisions to be taken by the client with respect to the carrier as defined in Article 13.7.
15.2. It is then up to the client to provide all the justifications as to the reality of the defects or non-conformity invoked. The specifications appearing on the form mentioned in Article 3.2 above as well as any other information communicated in writing (including plans, diagrams, etc.) to our company will then constitute the reference documents.
15.3. No return of merchandise can be made by the client without the prior express written agreement of our company, obtained in particular by email. The return costs will only be at the expense of our company if an apparent defect, or shortages, is effectively noted by our company.
Only the carrier chosen by our company is authorized to return the concerned products.
15.4. When our company, after control, notices the reality of the defect or non-conformity invoked, it will carry out the necessary operations for the conformity of the product, at its expense, without the client being able to claim any compensation or the cancellation of the order or will grant a credit note to the client, corresponding to the amount of the price paid by the latter. In any case, our company can only be held responsible for the products it has entirely manufactured, subject to the responsibilities that the law prohibits excluding or limiting. Its liability will be capped at the amount of the price paid for the sold product or the services performed and questioned, in order to cover claims of all kinds (interest and expenses included), and this regardless of the number of actions, grounds invoked or parties to the dispute.
15.5. The receipt without reservation of the product(s) ordered by the client covers all apparent defects or lack of conformity, it being recalled that the reservations must be made under the conditions and deadlines provided for in Article 15.1 above.
15.6. The claim made by the client under the aforementioned conditions does not suspend the obligation to pay, by the client, for the concerned goods.
15.7. The responsibility of our company cannot in any case be called into question for facts during transport, damage, loss, or theft, even if it has chosen the carrier.
15.8. In case of hidden defects revealed on the products acquired from our company, we reserve the possibility either to grant a credit note to our client whose amount will correspond to the price paid by the latter to EMS PROTO, or to replace the defective product at no cost to the client, without the latter being able to claim the obtaining of damages or indemnities, for any reason whatsoever.
15.9. Our company guarantees its products against hidden defects in accordance with the law, customs, jurisprudence, and under the conditions defined below. Our warranty only applies to products that have become the regular property of the buyer. It applies only to products entirely manufactured by our company. It is excluded as soon as our products have been used in abnormal usage or performance conditions, it being recalled that our company is not informed of the use that the buyer intends to make of the product and/or the ordered service. And that the latter expressly acknowledges using it in optimal safety conditions and in compliance with customs. Our warranty only concerns hidden defects. Our clients being professionals, the hidden defect is understood as a realization defect of the product making it unsuitable for its use and not likely to be detected by the buyer before its use. A design flaw is not a hidden defect, and our clients are deemed to have received all technical information relating to our products. We do not cover damages and wear resulting from an adaptation or special, abnormal, or non-assembly of our products.
Our warranty is limited to the replacement or repair of defective parts or to a credit note granted to the client under the conditions described above. Our warranty is limited to the first six (6) months of use. Our products are deemed used by our clients at the latest within three (3) months of receipt. In any case, our clients must justify the start date of use. Our warranty automatically ceases at the end of this period since our client has not notified us of the alleged defect within a period of twenty (20) calendar days after its discovery. It is up to him to prove the day of this discovery.
15.10. Regarding the services performed by our company, all claims, whether they concern apparent defects or hidden defects, whether amicable or judicial, must be formulated within a period of one (1) year from the receipt of the service.
15.11. In all cases, the seller and/or service provider and its insurers do not respond to indirect damages, nor to loss of earnings or chance or expected profits, nor to the financial consequences of any actions possibly brought by third parties against the buyer.
As the buyer is a professional purchasing within the scope and for the needs of his profession, there is no need to apply the right of withdrawal provided by the Consumer Code, and this in no case since the order is not placed "outside establishment" within the meaning of the provisions of Article L. 121-16-1 of the Consumer Code, which the buyer expressly acknowledges.
17.1. The transfer of ownership of our products is subject to the full payment of the price, in principal and accessories, even in the event of granting payment terms. Any contrary clause, in particular inserted in the general conditions of the buyer, is deemed unwritten.
17.2. It is expressly agreed that our company may enforce the rights it holds under the present clause of reservation of ownership for any of its claims on the totality of its products in possession of the defaulting client, these latter being conventionally presumed to be those unpaid. Our company may, therefore, take them back or claim them as compensation for all its unpaid invoices, without prejudice to damages it might seek or its right to cancel all current orders.
17.3. In the event of resale of unpaid products by the client, the latter undertakes to immediately notify our company to allow it to exercise its claim right on the price vis-à-vis the third-party purchaser. This authorization to resell becomes void in case of recovery or judicial liquidation of the defaulting client.
17.4. Our company may also demand, in case of non-payment of an invoice on its due date, the resolution of the sale after sending a simple notice. After sending this notice, our company may, unilaterally, draw up or have drawn up, at the expense of the defaulting client, an inventory of its products in the client's possession, which undertakes already to allow free access to its warehouses, stores or others for this purpose, taking care to ensure that the identification of the products sold by our company is always possible.
17.5. In the event of opening a safeguard procedure, recovery or judicial liquidation of the client, current orders will be automatically canceled, without prejudice, for our company, to declare its claim up to the services already performed.
17.6. Notwithstanding the application of the clause above, the transfer of risks of the goods to the purchaser takes place as soon as they are delivered to the latter.
17.7. From the delivery of the products, the client is constituted as custodian and guardian of these. In case of non-payment, and except where we would seek the full and complete execution of the sale, we reserve the right to cancel the sale, after notice, and to claim the ownership of the delivered goods, return costs remaining at the expense of the buyer, it being specified that the payments already made to our company will remain acquired as a penalty clause.
18.1. Any circumstance independent of the will of the parties preventing the execution in normal conditions of their obligations is considered as causes of exemption from the obligations of the parties and leads to their suspension.
18.2. The party invoking the circumstances referred to above must immediately notify the other party of their occurrence, as well as of their disappearance.
18.3. Will be considered as force majeure all costs or circumstances irresistible, external to the parties, unpredictable, inevitable, independent of the will of the parties and which cannot be prevented by these latter despite all reasonably possible efforts. Are expressly considered as cases of force majeure or fortuitous events, without this list being limiting, in addition to those usually retained by the jurisprudence of French Courts and Tribunals: the blocking of means of transport or supply, earthquakes, fires, storms, floods, lightning, the stoppage of telecommunication networks or difficulties specific to telecommunication networks external to clients.
18.4. In case of force majeure, the parties will approach each other to examine the incidence of the event and agree on the conditions under which the execution of the contract will be continued. If the case of force majeure has a duration of more than three (3) months, the order may be canceled by the injured party.
In accordance with the provisions of Article R. 543-195 of the Environmental Code relating to the removal and treatment of waste from professional electrical and electronic equipment, the organization and financing of the removal and treatment of WEEE, the subject of the contract, are transferred to the customer who accepts them. The customer ensures the collection of the EEE, its treatment, and its valorization, in accordance with the provisions of Articles R. 543-200 and R.543-201 of the Environmental Code. The aforementioned obligations will be transmitted by successive clients to the final user of the EEE.
EMSFACTORY commits to collect the additional components generated at the supplier's packaging not assembled and to redistribute them free of charge to associations or educational establishments, the list of which will be communicated upon simple request. These components remain the property of our company and can in no case be claimed by the buyer.
In accordance with the provisions of the Data Protection Act No. 78-17 of July 6, 1978, our clients have the right to access and rectify data concerning them. You can contact, for this purpose, customer service by mail at the following address: Site Montesquieu – 10 allée Pierre Gilles de Gennes 33650 MARTILLAC France.
The relevance of the messages issued by EMSFACTORY is based on the information collected during the registration of our clients' data on our website or during the interview with the representatives of our sales department.
The processing of information communicated through our website has been declared to the CNIL.
If one or more of these general terms and conditions are held to be invalid or declared as such in application of a law, regulation, or following a final decision of a competent jurisdiction, the other stipulations will retain their full force and scope.
The fact, for one of the parties, not to take advantage of a breach by the other party, to any of the obligations referred to in these general terms and conditions, cannot be interpreted for the future as a waiver of the obligation in question.
In the event of difficulty in interpreting any of the titles at the head of the clauses and any of the clauses, the titles will be declared non-existent.
24.1. These general terms and conditions are subject to the application of French law, excluding the provisions of the Vienna Convention or any other International Convention to which the States in which the seller and/or service provider and the buyer are domiciled.
24.2. In case of dispute or claim, the buyer will first address the seller to try to find an amicable solution.
24.3. If they are unable to reach an amicable solution, the parties will submit the dispute to the Commercial Court of BORDEAUX.
1.5. These general terms and conditions represent the full extent of the obligations of the parties. In this sense, the buyer is deemed to accept them without reservation.
1.6. The seller and/or service provider and the buyer agree that these general terms and conditions of sale and service provision exclusively govern their relationship. The seller and/or service provider reserves the right to modify these general terms and conditions periodically. They will apply as soon as they are posted online.
1.7. Should a condition of sale and/or service provision be lacking, it would be considered governed by the practices in force in the sector of distance selling under French law.
2.1. These general terms and conditions aim to define the rights and obligations of the parties in the context of online sales of goods, materials, and services offered by the seller and/or service provider to the buyer.
2.2. These conditions only concern purchases made by buyers located in France and Europe and delivered exclusively within these territories.
3.1. For any account opening, the client must imperatively communicate to our commercial company his/her name, first name(s), email, billing address(es), and telephone contact details. The provision of this information is the client's responsibility, and EMSFACTORY cannot be held responsible for any possible errors concerning these data. The client will be solely responsible in case of failure.
3.2. These details are communicated to EMSFACTORY using a form available on our website (www.emsfactory.com) or sent to the client by email, upon simple request communicated to the following address: contact@emsfactory.com.
3.2. For the order to be validated, the buyer must accept these general terms and conditions by clicking in the indicated area. They must also choose the delivery address and mode of delivery. Payment is made as stated in Article 11 below.
3.3. The order is received by our company under the conditions defined on our website (www.emsfactory.com). Any order received beyond these deadlines will be deemed placed on the following business day.
3.4. Any order constitutes acceptance of the prices and descriptions of the products available for sale and/or the services offered by our company. Any dispute on this point will occur within the framework of a possible exchange and the application of the warranties mentioned below.
3.5. In certain cases, particularly in case of non-payment, incorrect address, or other problems on the buyer's account, the seller and/or service provider reserves the right to block the buyer's order until the problem is resolved.
3.6. In case a product sold by our company or necessary for the performance of the ordered service is unavailable, the buyer will be informed by email. The cancellation of the order for this product and its possible refund will then be processed, the rest of the order remaining firm and definitive.
3.7. For any questions related to order tracking, the buyer must send an email to the following address: contact@emsfactory.com.
4.1. The provision of the buyer's bank details and the final validation of the order will constitute proof of the buyer's agreement, in accordance with the provisions of the law of March 13, 2000, and will entail:
4.2. In the event of fraudulent use of banking details, the buyer is invited to inform the seller and/or service provider immediately upon noticing this use, by email at the following address: contact@emsfactory.com.
No order acknowledgment will be sent by our company. However, we issue an automatic email acknowledging your order, and keep our customers informed in case of any anomalies encountered during the provision of the service.
6.1 The information referred to in Articles L.111-1 and L111-2 of the Consumer Code, reproduced below, will be communicated to you by our company either in the client area you have created or by email. The order will only become final after these details have been communicated to you.
“Article L.111-1 of the Consumer Code: Before the consumer is bound by a contract of sale of goods or provision of services, the professional communicates to the consumer, in a legible and understandable manner, the following information:
1° The essential characteristics of the goods or service, taking into account the communication medium used and the goods or service concerned;
2° The price of the goods or service, in accordance with Articles L. 112-1 to L. 112-4;
3° In the absence of immediate execution of the contract, the date or deadline by which the professional undertakes to deliver the goods or provide the service;
4° Information relating to its identity, postal, telephone, and electronic contact details, and its activities, insofar as they do not emerge from the context;
5° If applicable, information relating to legal guarantees, the functionality of digital content and, if necessary, its interoperability, the existence, and implementation of guarantees and other contractual conditions;
6° The possibility of resorting to a consumer ombudsman under the conditions provided for in Book VI Title I. The precise list and content of this information are set by decree in the Council of State. The provisions of this article also apply to contracts for the supply of water, gas, or electricity when they are not packaged in a delimited volume or in a determined quantity, as well as urban heating and digital content not supplied on a physical medium. These contracts also refer to the need for sober consumption respectful of environmental preservation.
Article L111-2 of the Consumer Code: I.- In addition to the mentions provided for in Article L. 111-1, any professional, before concluding a contract for the provision of services and, when there is no written contract, before the execution of the service, makes available to the consumer or communicates, in a legible and understandable manner, additional information relating to its contact details, its service provision activity, and other contractual conditions, the list and content of which are set by decree in the Council of State. Additional information that is communicated only at the consumer's request is also specified by decree in the Council of State.”
6.2. The buyer acknowledges having received communication, prior to placing his order and concluding the contract, in a legible and understandable manner, of these general terms and conditions of sale and all the information listed in Article L.221-5 of the Consumer Code, reproduced below.
“Article L.221-5 of the Consumer Code: Prior to the conclusion of a contract for the sale or provision of services, the professional communicates to the consumer, in a legible and understandable manner, the following information:
1° The information provided for in Articles L. 111-1 and L. 111-2;
2° When the right of withdrawal exists, the conditions, deadline, and procedures for exercising this right as well as the standard withdrawal form, the presentation conditions and the mentions it contains being set by decree in the Council of State;
3° Where applicable, the fact that the consumer bears the costs of returning the goods in the event of withdrawal and, for distance contracts, the cost of returning the goods when, due to their nature, they cannot normally be returned by post;
4° Information on the consumer's obligation to pay fees when he exercises his right of withdrawal from a contract for the provision of services, water distribution, gas or electricity supply, and subscription to an urban heating network which he has expressly requested to be executed before the end of the withdrawal period; these fees are calculated according to the modalities set out in Article L. 221-25;
5° When the right of withdrawal cannot be exercised under Article L. 221-28, the information that the consumer does not benefit from this right or, where applicable, the circumstances in which the consumer loses his right of withdrawal;
6° Information relating to the professional's contact details, where applicable, the costs of using the distance communication technique, the existence of codes of good conduct, where applicable, deposits and guarantees, the terms of cancellation, the dispute resolution methods, and other contractual conditions, the list and content of which are set by decree in the Council of State.
In the case of a public auction sale as defined by the first paragraph of Article L. 321-3 of the Commercial Code, the information relating to the identity and postal, telephone, and electronic contact details of the professional provided for in 4° of Article L. 111-1 may be replaced by those of the agent.”
6.3. The following information is transmitted to the buyer in a clear and comprehensible manner:
6.4. The seller communicates the following information to the buyer:
Article L.217-5 of the Consumer Code: The good conforms to the contract:
1° If it is suitable for the use normally expected of a similar item and, where applicable:
Article L.217-6 of the Consumer Code: The seller is not bound by the public statements of the producer or its representative if it is established that he did not know them and was not legitimately able to know them.
Article L.217-7 of the Consumer Code: Conformity defects that appear within twenty-four months from the delivery of the goods are presumed to exist at the time of delivery, except contrary proof. For second-hand goods, this period is set at six months. The seller may contest this presumption if it is not compatible with the nature of the goods or the claimed conformity defect.
Article L.217-8 of the Consumer Code: The buyer is entitled to demand conformity of the goods with the contract. However, he cannot challenge conformity by invoking a defect he knew or could not ignore when he contracted. The same applies when the defect originates from materials he himself supplied.
Article L.217-9 of the Consumer Code: In the event of a conformity defect, the buyer chooses between the repair and replacement of the goods. However, the seller may not proceed according to the buyer's choice if this choice entails a cost manifestly disproportionate to the other modality, taking into account the value of the goods or the significance of the defect. He is then obliged to proceed, unless impossible, according to the modality not chosen by the buyer.”
Article L.217-10 of the Consumer Code: If the repair and replacement of the goods are impossible, the buyer may return the goods and receive a refund of the price or keep the goods and receive a partial refund. The same option is open to him:
1° If the requested, proposed, or agreed solution under Article L. 217-9 cannot be implemented within one month following the buyer's complaint;
2° Or if this solution cannot be implemented without major inconvenience for the buyer, given the nature of the goods and the use he seeks. However, the sale cannot be resolved if the conformity defect is minor.
Article L.217-11 of the Consumer Code: The implementation of the provisions of Articles L. 217-9 and L. 217-10 occurs without any cost to the buyer. These provisions do not preclude the awarding of damages.
Article L.217-12 of the Consumer Code: The action resulting from the conformity defect is prescribed two years after the delivery of the goods.
Article L.217-13 of the Consumer Code: The provisions of this section do not deprive the buyer of the right to exercise the action resulting from latent defects as it results from Articles 1641 to 1649 of the Civil Code or any other contractual or extra-contractual action recognized by law.
Article L.217-13 of the Consumer Code: The recourse action can be exercised by the final seller against the successive sellers or intermediaries and the producer of the tangible movable goods, according to the principles of the Civil Code.
Article 1641 of the Civil Code: The seller is liable for the warranty for hidden defects of the sold item that render it unfit for its intended use, or that so diminish this use that the buyer would not have acquired it, or would have paid a lower price if he had known them.”
6.4. The seller indicates, regarding digital content, any relevant inoperability of this content with certain hardware or software of which the professional has or should reasonably be aware.
Computerized registers, kept in the computer systems of the seller and/or service provider under reasonable security conditions, will be considered as evidence of communications, orders, and payments made between the parties. The archiving of order forms and invoices is carried out on a reliable and durable medium that can be produced as evidence.
8.1. The products and services governed by these general terms and conditions of sale relate to the sale of electronic cards assembled by our company, the list of components and the plan of which have been communicated to us by the buyer, as well as the services detailed in Article 9 below, which are carried out in France, at the address of our head office. The products sold and the services offered are subject to the availability of the seller and/or the service provider.
8.2. The components of the products sold or proposed realizations, which are chosen by the client and the list and references of which have been communicated to us, are described and represented with the greatest possible accuracy. However, if errors or omissions have occurred in this presentation, the liability of the seller and/or service provider cannot be engaged.
8.3. The photographs of the components are not contractual.
The sales and services offered by our company are subject to the following conditions:
9.1 For the sale of prototypes (assembly of electronic cards), only the IPC-A-610 class 1 standard is required. No other standard, specification, qualification, or other can be requested by the client, who acknowledges being aware of these provisions and orders in consideration of these provisions.
9.2. For the PCB Design service (routing of electronic cards), no standard, specification, qualification, or other can be requested by the client. Only the technical specifications indicated by the client at the time of the pricing request will be taken into account for the performance of our service. EMSFACTORY is committed to applying the "business rules" that it considers appropriate to the client's project as of the date of performance of the service.
9.3. For the rework service (replacement of component(s)), no standard, specification, qualification, or other can be required by the client. Only the technical specifications indicated by the client at the time of the pricing request will be taken into account for the performance of our service.
Furthermore, for the realization of this service, our company cannot be held responsible for the impossibility of successfully completing its mission due to accidental damage caused to the electronic card. EMSFACTORY commits, in any case, to maintaining the electrical connections of the card. We reserve the right, in case of impossibility to complete the operation, to return the card as is and to refund the client or not, in accordance with the provisions of Article 15.8 below.
9.4. For the DFM service (industrialization), no standard, specification, qualification, or other can be required by the client. Only the technical specifications indicated by the client at the time of the pricing request will be taken into account for the performance of our service. EMSFACTORY is committed to applying the "business rules" that it considers appropriate to the client's project as of the date of performance of the service. For the realization of all the sales and services mentioned in points 1 to 4 above, the possible responsibility of our company applies as stated in Article 16 below.
All technical documents provided to our clients remain the exclusive property of the company, the sole holder of the intellectual property rights on these documents, and must be returned to it upon first request.
Our clients commit to not making any use of these documents and rights that could infringe on the industrial or intellectual property rights of our company and commit to not disclosing them to any third parties, under penalty of incurring liability.
Any element provided by the client to our company remains the property of the client and is protected by the intellectual property code and any other regulatory or legislative text in force. The client therefore declares to have all the rights and/or necessary authorizations for the use of the data, documents, etc. that it provides to our company and guarantees our company against any eventual claim by a third party. Our company commits to maintaining the confidential nature and keeping a copy of only those documents necessary for the completion of its work files.
Our company also reserves all rights, titles, and interests in:
No party may use the name, denomination, trademarks, logos, or other appellations, commercial or otherwise, of the other party without the prior written agreement of the latter.
11.1. The seller and/or service provider reserves the right to change its prices at any time but commits to applying the rates in force on the day of the order, subject to availability on that date.
11.2. Prices are indicated in euros. They do not include shipping costs, which are charged in addition, and indicated before the validation of the order. Prices take into account the VAT applicable on the day of the order and any change in the applicable VAT rate will be automatically reflected in the price of the products sold. Payment of the price must be made under the conditions defined in Article 12 below. At no time can the sums paid be considered as deposits or down payments.
11.3. If one or more taxes or contributions, or others, particularly environmental, were to be created or modified, upwards or downwards, this change could be reflected in the sales price of the products.
12.1. Our invoices are payable in full, in one installment, by bank transfer, credit card, or PayPal. Only the actual receipt of payment will be considered as payment within the meaning of these general terms and conditions of sale. The buyer guarantees the seller that he has the necessary authorizations to use the chosen payment method when validating his order.
12.2. Our company reserves the right to suspend any order management and any delivery in case of refusal of payment authorization by the officially accredited organizations or in case of non-payment.
12.3. Our company particularly reserves the right to refuse to carry out a delivery or to honor an order from a buyer who has not fully paid for a previous order or with whom a payment dispute is ongoing.
13.1. Except in cases of force majeure or during closing periods expressly announced on the homepage of the site, the shipping times will be, within the limits of available stock, those mentioned below. Shipping times run from the date of registration of the order indicated on the client's account space created or by emails, provided that the price has been paid.
13.2. The delivery times communicated to our clients are contractual. Our prices are indexed on delivery times. They are one (1) day for deliveries to be made in metropolitan France and can vary from two (2) to four (4) days for deliveries to be made outside metropolitan France, depending on the geographical distance separating the state in which the buyer is domiciled from France. They also depend on the communication by the buyer of all the information and documents necessary for the realization of the sale and/or the provision of services, in particular the pricing, and will be confirmed to the buyer via the internet, either on the account opened by the client or by email.
13.3. In case of non-compliance with contractual deadlines, the buyer can terminate the contract, by registered letter with acknowledgment of receipt, after having enjoined the seller and/or service provider to carry out the delivery or to provide the service within an additional reasonable period.
However, if desired, the buyer can immediately terminate the contract insofar as the deadlines mentioned in Article 13.2 below are for him an essential condition of the contract.
13.4. In the case where the contract is terminated at the initiative of the buyer as stated in Article 13.3., the seller and/or service provider is required to refund the buyer the full amount paid no later than fourteen (14) days following the date on which the contract was denounced.
14.1. Delivery is only made after confirmation of payment by the seller's banking organization.
14.2. The products and/or services ordered are delivered by postal service or by any other carrier chosen by our company.
14.3. No delivery is made to hotels, general delivery addresses, and PO boxes. The products are delivered to the delivery address indicated by the buyer on the form mentioned in Article 3.2. of these general terms and conditions. The buyer must ensure its accuracy. Any package returned to the seller due to an incorrect or incomplete address will be reshipped at the buyer's expense. The buyer may, upon request mentioned on the form referred to in Article 3.2., obtain an invoice at the billing address and not at the delivery address.
14.4. If the buyer is absent on the day of delivery, the delivery person will leave a notice of passage which will allow to pick up the package at the indicated place and within the indicated time frame.
14.5. If, at the time of delivery, the original packaging is damaged, torn, and/or opened, the buyer must then check the condition of each of the articles. If they have been damaged, the buyer must imperatively refuse the package and note a reserve on the delivery slip of the carrier (package refused because opened or damaged).
14.6. The buyer must indicate, on the carrier's delivery slip and in the form of handwritten reservations accompanied by his signature, any anomaly concerning the delivery (damage, product missing compared to the delivery slip, damaged package, broken products, etc.).
14.7. This verification is considered as carried out as soon as the buyer has signed the delivery slip of the carrier.
14.8. The buyer must then confirm, by registered letter with acknowledgment of receipt, these reservations to the carrier no later than two (2) business days following the reception of the article(s) and send a copy of this letter, by email, or simple mail, to the seller, at the address indicated in the legal notices of the site.
15.1. The buyer must formulate to the seller and/or service provider, on the day of delivery or, at the latest, the first working day following delivery, any claim of delivery error and/or non-compliance of products in nature or in quality compared to the indications appearing on the order form. Any claim made after this deadline will be rejected.
15.2. The claim can be made, at the buyer's choice:
15.3. Any claim not made within the rules and conditions defined above and within the time limits will not be considered and will release the seller and/or service provider from any responsibility towards the buyer.
15.4. In case of delivery error or exchange, any product to be exchanged or refunded must be returned to the seller and/or service provider in its entirety and in its original packaging by any means communicated by the seller and/or service provider, in particular via the carrier chosen by the seller and/or service provider at the following address: Site Montesquieu – 10 allée Pierre Gilles de Gennes 33650 MARTILLAC France.
15.5. Return costs are the responsibility of the seller and/or service provider.
16.1. The products and services sold are covered by a commercial warranty to guarantee their conformity and ensuring the reimbursement of the purchase price, replacement, or repair of the goods.
This does not cover defects caused by abnormal or faulty use or resulting from a cause external to the intrinsic qualities of the product, it being recalled that the buyer is required, when placing the order, to indicate to the seller and/or service provider the use he intends to make of the ordered product.
16.2. The preceding provisions do not exclude the legal warranty of conformity provided for by the provisions of Article L.217-4 of the Consumer Code and the warranty against hidden defects of the sold item mentioned in Articles 1641 and following of the Civil Code, the terms of which are reproduced below:
"Article L.217-4 of the Consumer Code: The seller delivers a good in conformity with the contract and is responsible for any lack of conformity existing at the time of delivery. He is also responsible for any lack of conformity resulting from packaging, assembly instructions, or installation when it has been charged to him by the contract or has been carried out under his responsibility.
Article 1641 of the Civil Code: The seller is liable for hidden defects in the sold item that render it unfit for the use for which it was intended, or that so diminish this use that the buyer would not have acquired it, or would have paid a lower price if he had known of them.
Article 1642 of the Civil Code: The seller is not liable for apparent defects which the buyer could have noticed himself.
Article 1643 of the Civil Code: He is liable for hidden defects, even if he was not aware of them, unless, in that case, he stipulated that he would not be bound by any warranty.
Article 1644 of the Civil Code: In the case of Articles 1641 and 1643, the buyer has the choice to return the item and get the price refunded, or to keep the item and get a part of the price refunded, as determined by experts.
Article 1645 of the Civil Code: If the seller knew about the defects of the item, he is liable, in addition to the refund of the price he received, for all damages and interest owed to the buyer.
Article 1646 of the Civil Code: If the seller was unaware of the defects of the item, he is only liable for the refund of the price, and to reimburse the buyer for the costs incurred by the sale.
Article 1647 of the Civil Code: If the item with defects has perished as a result of its poor quality, the loss is for the seller, who will be liable to the buyer for the refund of the price and other compensation explained in the two preceding articles. But the loss occurring by accident will be on the account of the buyer.
Article 1648 of the Civil Code: The action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the defect.
Article 1649 of the Civil Code: It does not apply to sales made by judicial authority."
The buyer is expressly informed that the seller and/or service provider is not the producer of the components of the products presented in the sense of the provisions of Law No. 98-389 of May 19, 1998, relating to liability for defective products.
In case of implementation of the legal warranty of conformity, it is recalled that:
In the event of the implementation of the legal guarantee of conformity, it is reminded that:
Additionally, it is reminded that:
17.1. In accordance with the provisions of the Consumer Code, the buyer has a period of fourteen (14) working days from the date of his order to return any item that does not suit him and request an exchange or refund without penalty, except for the return costs which remain at the buyer's expense.
17.2. Only products sent in their entirety, in their complete and intact original packaging, and in perfect condition for resale will be taken back. Any product that has been damaged will not be refunded or exchanged.
18.1. After communicating his decision to withdraw, the buyer has fourteen (14) days to return the concerned product(s).
18.2. The product must be returned to the seller, in its entirety, not disassembled, and in its original packaging, by any means chosen by the seller and/or service provider, particularly via the carrier chosen by the latter.
18.3. This right of withdrawal is exercised without penalty, it being understood that the return costs are at the expense of the buyer. In the case of an exchange, the reshipment will be at the buyer's expense.
18.4. The seller and/or service provider must reimburse the buyer the total amount paid, including delivery costs, without undue delay and, at the latest, within fourteen (14) days from the date on which he is informed of the buyer's decision to withdraw.
The seller and/or service provider may, however, defer the refund until recovery of the goods concerned or until the buyer has provided proof of shipment of these goods, whichever is the earliest.
19.1. Any circumstance independent of the will of the parties preventing the performance, under normal conditions, of their obligations is considered as a cause for the exemption of the obligations of the parties and leads to their suspension.
19.2. The party invoking the circumstances referred to above must immediately inform the other party of their occurrence, as well as their disappearance.
19.3. Considered as cases of force majeure or fortuitous events are all irresistible, external, unforeseeable, inevitable circumstances, independent of the will of the parties, and which cannot be prevented by them despite all reasonably possible efforts. Specifically included as cases of force majeure or fortuitous events, without this list being exhaustive, are earthquakes, storms, lightning, stoppage of telecommunication networks, or difficulties specific to external telecommunication networks to clients.
19.4. In case of force majeure, the parties will approach each other to examine the impact of the event and agree on the conditions under which the execution of the contract will be continued. If the force majeure event lasts more than three (3) months, the order may be terminated by the injured party.
In accordance with the provisions of the Data Protection Act No. 78-17 of January 6, 1978, our clients have a right of access and rectification to data concerning them. You can contact, for this purpose, the customer service by mail at the following address: Site Montesquieu – 10 allée Pierre Gilles de Gennes 33650 MARTILLAC France.
The relevance of messages issued by EMSFACTORY is based on information collected during the registration of our clients' data on our website or during interviews with representatives of our sales department.
The processing of information communicated through our website has been declared to the CNIL (French Data Protection Authority).
If one or more of these general conditions are held to be invalid or declared as such under a law, regulation, or following a final decision of a competent jurisdiction, the other stipulations will keep all their force and scope.
The fact that one of the parties does not take advantage of a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted for the future as a waiver of the obligation in question.
In case of difficulty in interpreting any of the titles at the head of the clauses and any of the clauses, the titles will be declared nonexistent.
24.1. These general terms and conditions are subject to French law, excluding the provisions of the Vienna Convention or any other international convention to which the states in which the seller and/or service provider and the buyer are domiciled are parties.
24.2. In case of dispute or claim, the buyer should first contact the seller to try to find an amicable solution.
In the absence of a solution, the buyer may resort to the provisions of articles L.612-1 of the Consumer Code, as reproduced below, without prejudice to the consumer's right to initiate proceedings before the court of their choice.
"Article L612-1 of the Consumer Code: Every consumer has the right to use a consumer mediator free of charge for the amicable resolution of a dispute with a professional. For this purpose, the professional guarantees the consumer effective access to a consumer mediation scheme. The professional may set up his own consumer mediation scheme or propose to the consumer recourse to any other consumer mediator meeting the requirements of this title. When there is a consumer mediator whose competence extends to all the businesses of an economic sector to which he belongs, the professional always allows the consumer to resort to it. The modalities according to which the mediation process is implemented are specified by decree in the Council of State.
Article L612-2 of the Consumer Code: A dispute cannot be examined by the consumer mediator when: 1° The consumer does not justify having tried, beforehand, to resolve his dispute directly with the professional by a written complaint according to the modalities provided, if necessary, in the contract; 2° The request is manifestly unfounded or abusive; 3° The dispute has been previously examined or is being examined by another mediator or by a court; 4° The consumer has introduced his request to the mediator within a period exceeding one year from his written complaint to the professional; 5° The dispute does not fall within its field of competence. The consumer is informed by the mediator, within a period of three weeks from the receipt of his file, of the rejection of his request for mediation.
Article L612-3 of the Consumer Code: The mediation of consumer disputes is subject to the obligation of confidentiality provided for in Article 21-3 of the Law No. 95-125 of 8 February 1995 relating to the organization of jurisdictions and civil, criminal and administrative procedure.
Article L612-4 of the Consumer Code: Any clause or agreement obliging the consumer, in case of dispute, to compulsorily resort to mediation before referring to a judge is prohibited.
Article L612-5 of the Consumer Code: When a public mediator is competent to mediate a consumer dispute, this dispute cannot give rise to other conventional mediation procedures, within the meaning of this title, subject to the existence of an agreement, notified to the evaluation and control commission of mediation referred to in Article L. 615-1, which allocates disputes between the mediators concerned."