GENERAL TERMS AND CONDITIONS OF SALE (GTC)
IDENSIA (BRCD SOLUTIONS)
0. PREAMBLE
BRCD SOLUTIONS, a simplified joint stock company (SAS) with a share capital of €8,500, registered with the Lyon Trade and Companies Register under number 828 226 050, with its registered office at 656 avenue de l’Industrie, 69140 Rillieux-la-Pape, France, operates under the brand iDensia (hereinafter the “Seller”).
These General Terms and Conditions of Sale (“GTC”) constitute the sole basis of the commercial relationship between professionals and govern all sales of identification and access control products (“Products”) made via the B2B website or any other ordering method, in France and internationally.
1. DEFINITIONS
« Customer » means any professional reseller or integrator acting in the course of its business and placing an order with the Seller.
« Order » means any firm purchase order placed by the Customer and accepted by the Seller..
« Contract » means the Order duly accepted, these GTC, and any specific conditions expressly agreed between the parties.
« Incoterms » means the ICC Incoterms® 2020 rules governing international delivery of goods.
2. SCOPE OF APPLICATION
These GTC apply to all sales of Products between the Seller and the Customer, in France and internationally, unless otherwise agreed in writing. The Customer expressly acknowledges that it acts for professional purposes only. No B2C sales are conducted..
3. ACCEPTANCE
Placing an Order implies full and unconditional acceptance of these GTC. Any purchase terms of the Customer shall not prevail unless expressly accepted in writing by the Seller.
4. PRODUCTS
Product specifications are described in technical sheets available on the website or upon request. The Seller reserves the right to modify Products, specifications, or packaging at any time to comply with regulations or improve performance, without affecting accepted Orders.
5. ORDERS – FORMATION OF CONTRACT
5.1 Orders must be submitted in writing (online platform, email, or EDI).
5.2 The Contract is only formed upon issuance of an order confirmation (Order Acknowledgment) or pro forma invoice by the Seller.
5.3 Any modification or cancellation request must be approved in writing by the Seller and may be subject to handling or restocking fees.
6. PRICES
6.1 Prices are those in force on the date of the order confirmation. Prices are exclusive of VAT and are quoted Ex Works (EXW Lyon, Incoterms® 2020) unless otherwise agreed.
6.2 The Seller reserves the right to change prices at any time. Updated prices apply to new Orders only.
7. PAYMENT TERMS
7.1 Unless otherwise agreed, invoices are payable within 30 days end of month by bank transfer (SEPA or SWIFT).
7.2 Payment terms shall not exceed 60 days net from invoice date.
7.3 In case of late payment, without prior notice:
- interest will apply at a rate equal to three times the legal interest rate
- a fixed compensation of €40 for recovery costs will be charged
7.4 The Seller reserves the right to suspend or cancel ongoing Orders in case of late payment.
8. DELIVERY – TRANSFER OF RISK
8.1 Delivery times are indicative only. Delays shall not justify cancellation or penalties.
8.2 Risk transfers to the Customer upon handover to the carrier (EXW or agreed Incoterm).
8.3 The Customer must notify the carrier and the Seller of any damage or shortage within 48 hours of delivery, with clear written reservations.
9. RETENTION OF TITLE
Ownership of the Products remains with the Seller until full payment of the price, including ancillary costs. Until full payment, the Customer undertakes to store and identify the Products separately and not to pledge or use them as collateral.
10. WARRANTY
10.1 Products benefit from a 12-month manufacturer warranty from invoice date.
10.2 The warranty excludes normal wear and tear, misuse, negligence, or modification.
10.3 Returns require prior RMA approval and must be shipped carriage paid by the Customer.
11. LIABILITY
The Seller’s total liability is limited to the amount (excluding VAT) of the disputed Order. The Seller shall not be liable for any indirect or consequential damages, including loss of profit, business interruption, or financial loss.
12. INTELLECTUAL PROPERTY
All intellectual property rights related to the Products, documentation, catalogues, and images remain the exclusive property of the Seller or its licensors. No licence or transfer of rights is granted to the Customer.
13. DATA PROTECTION
Personal data is processed in accordance with GDPR (EU) 2016/679. The Customer has the right to access, rectify, and object by contacting: contact@idensia.com.
14. FORCE MAJEURE
Neither party shall be liable for failure to perform due to force majeure events, including but not limited to strikes, natural disasters, war, or supply shortages.
15. CONFIDENTIALITY
Both parties agree to keep confidential all commercial and technical information for a period of five (5) years after termination of the Contract.
16. ASSIGNMENT – SUBCONTRACTING
The Seller may assign or subcontract all or part of its obligations. The Customer may not assign the Contract without prior written consent.
17. SEVERABILITY
If any provision is held invalid, the remaining provisions shall remain in full force. The parties shall replace the invalid clause with a valid equivalent.
18. AMENDMENTS
The Seller may update these GTC at any time. The applicable version is the one in force on the date of the Order confirmation.
19. GOVERNING LAW – JURISDICTION
19.1 The Contract shall be governed by French law, excluding the Vienna Convention on the International Sale of Goods (CISG).
19.2 Any dispute shall fall under the exclusive jurisdiction of the Commercial Court of Lyon, even in case of multiple defendants or third-party claims.
These GTC are drafted in French. Any translation is provided for convenience only; in case of discrepancy, the French version shall prevail.