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Terms and Conditions of Sale

I. GENERAL INFORMATION


1.1 – Purpose and Scope

These General Terms and Conditions of Sale (GTC) govern all sales of products carried out by the company BBS.

Any order implies the full and unconditional acceptance by the client of these GTC, which take precedence over any other document, including the client’s general purchase conditions, unless a specific written exception is expressly agreed by BBS.

The GTC apply to all product sales carried out by BBS, except for special conditions agreed in writing prior to the order.

1.2 – Intellectual Property

All technical, commercial, or contractual documents provided to clients remain the exclusive property of BBS, the sole holder of the related intellectual property rights.

These documents may not be reproduced, used, or disclosed to third parties without prior written authorization from BBS. They must be returned upon first request.

II. ORDERS


2.1 – Definition

An order refers to any request for products listed in BBS’s price lists, accepted by BBS, and, where applicable, accompanied by the payment of the required deposit.

All orders are firm and final upon receipt by BBS.

2.2 – Modification

Orders are irrevocable for the client unless BBS provides written consent.

Any request for modification must be made in writing (letter or email) within 8 days of BBS receiving the initial order.

If a modification is accepted, BBS shall be released from the originally agreed deadlines.

2.3 – Cancellation

No total or partial cancellation may occur without the express written consent of BBS.

If a cancellation is accepted by BBS, any deposits paid shall remain with BBS as compensation.

Any cancellation request must be submitted in writing before product delivery.

III. PRICES AND TERMS


3.1 – Prices

Products are sold within the limits of available stock, at the prices in effect on the day of the order.

Prices are expressed in CFP francs (XPF) and are exclusive of taxes, unless otherwise stated.

3.2 – Price Revision

Prices may be modified at any time, particularly due to fiscal, customs, or currency variations, or supply conditions.

Applicable prices are those stated in the quotes, special conditions, or current price lists at the time of the order.

3.3 – Delivery Times

Delivery or execution times are indicative only.

Delays cannot result in order cancellation, contract modification, or the payment of penalties or damages.

Delivery times are subject to:

  • Compliance with payment conditions,

  • Timely provision of necessary information,

  • Absence of force majeure.

IV. DELIVERY CONDITIONS


4.1 – Delivery Times

Delivery times depend on product availability and transport conditions.

BBS cannot be held responsible for delays due to circumstances beyond its control, including strikes, supply difficulties, customs or administrative constraints, epidemics, or force majeure.

4.2 – Transfer of Risk

Goods travel at the client’s risk, who must verify their condition upon delivery.

4.3 – Claims and Complaints

Any claim for missing or damaged items must be made in writing within 3 days of receipt, in accordance with Article L.133-3 of the French Commercial Code.

For transport-related issues, claims must be noted on the delivery document and confirmed by registered letter to the carrier, with a copy to BBS.

4.4 – Returns

No goods may be returned without prior written consent from BBS.

Return costs will be covered by BBS only in the case of proven defects.

4.5 – Effect of Acceptance

Acceptance without reservation covers all apparent defects or shortages.

Claims do not exempt the client from payment obligations.

V. PAYMENT CONDITIONS


5.1 – Terms

Unless otherwise stipulated:

  • A 30% deposit is required upon order,

  • The balance is payable immediately or within 30 days for clients with an account.

BBS reserves the right to modify or cancel payment facilities in case of deterioration of the client’s financial situation.

5.2 – Delays and Fees

Any late payment automatically incurs:

  • Late payment penalties calculated at three times the legal interest rate,

  • Coverage of all recovery costs.

BBS may suspend any ongoing or future deliveries.

VI. RESERVATION OF OWNERSHIP – TRANSFER OF RISK

Products remain the property of BBS until full payment of the price, including principal and accessories, in accordance with Article L.624-16 of the French Commercial Code.

Risks are transferred to the client upon delivery.

The client agrees to insure the goods until full transfer of ownership.

For software, no ownership rights are transferred; only a right of use is granted in accordance with applicable licenses.

VII. WARRANTIES

BBS guarantees replacement of products recognized as defective, excluding any compensation.

The warranty is excluded in cases of:

  • Non-compliant use,

  • Failure to respect installation conditions,

  • Unauthorized intervention on the equipment.

VIII. RESOLUTORY CLAUSE

In case of the client’s non-performance of obligations, the contract may be terminated automatically by BBS, without prejudice to damages.

IX. PENALTY CLAUSE

In case of non-payment, a lump-sum compensation of 15% of the amounts due may be applied as a penalty clause.

X. FORCE MAJEURE

Force majeure suspends the performance of obligations.

If it exceeds 30 days, the contract may be terminated without compensation.

XI. WAIVER

BBS’s failure to invoke a clause does not constitute a waiver.

XII. PERSONAL DATA

In the course of the commercial relationship, BBS may collect and process personal data concerning its clients and professional contacts as the data controller.

Categories of personal data include:

  • Identification data (first name, last name);

  • Professional data (position, company);

  • Contact data (professional email address, professional phone number).

These data are processed by authorized personnel for managing the commercial relationship, invoicing, debt collection, and compliance with legal obligations.

Data is retained for the duration of the contractual relationship, plus 5 years in intermediate storage.

In accordance with the French Data Protection Act, individuals have the right to access, rectify, erase, restrict, object, and port their data.

Requests may be sent to: dpo@bbs.nc

If individuals believe their rights have not been respected after contacting BBS, they may file a complaint with the CNIL.

XIII. JURISDICTION

Any dispute falls under the exclusive jurisdiction of the Commercial Court of Nouméa, even in the case of multiple defendants.