1 – Scope of Application 

1.1 These general terms and conditions of sale and services (hereinafter referred to as the “General Terms”) constitute, in accordance with Article L.441-6 of the French Commercial Code, the foundation of the commercial relationship between the parties. 

1.2 Their purpose is to define the conditions under which BCS provides its products (hereinafter referred to as the “Products”) and renders its services (hereinafter referred to as the “Services”) to its professional purchasers (hereinafter referred to as the “Clients”). 

1.3 In case of any contradiction between these General Terms and the Client’s General Terms of Purchase, the parties agree that these General Terms shall prevail in their entirety. 

1.4 The specifications mentioned in BCS’s brochures, commercial printouts, and documentation are provided for information purposes only and are not binding. 

 

2 – Order 

2.1 The characteristics of the Products are those specified in BCS’s offer and reiterated in the acknowledgment of receipt sent by BCS to the Client. Orders for Products or Services (hereinafter referred to as the “Orders”) require written acceptance or execution by BCS. 

The sale is complete, and/or the contract (hereinafter referred to as the “Contract”) is formed only after BCS’s written acceptance or execution of the Order (acknowledgment of receipt). 

2.2 Once the Contract is formed, the Client may not cancel or modify the Order without BCS’s written consent. Any modification of the initial order by the Client will be considered an amendment of the offer, and BCS shall not be obligated to honor the Order if it does not wish to. 

2.3 Following standard industry practices, BCS reserves the right to deliver quantities with a tolerance of plus or minus 10% of the quantity ordered. The Client agrees to pay the price corresponding to the delivered quantity. 

2.4 Pre-orders on the website do not constitute orders until BCS sends an acknowledgment of receipt confirming them. 

 

3 – Price 

3.1 Prices are quoted for packaged Products, weighed at the point of departure, and are exclusive of taxes (customs duties, VAT, or other taxes). Prices are calculated based on the laws, regulations, customs, taxes, and transportation conditions in effect on the sale conclusion date. They are defined per kilogram or meter unless otherwise stipulated in the Order by the parties. 

3.2 Prices are set in euros unless expressly agreed otherwise between BCS and the Client. If the quotation is made in another currency, it will be based on the conversion rate of that currency to euros on the date of BCS’s written acceptance of the Order. 

3.3 BCS reserves the right to adjust its rates at any time, with prior notice to Clients, except for ongoing Orders. Applicable prices are therefore those in effect on the date the Client places the Order. 

 

4 – Delivery – Transport – Reception 

4.1 Unless otherwise agreed, the Products sold by BCS are transported at the Client’s risk from BCS’s warehouses to the agreed delivery location. Upon the Client’s request, BCS can provide the name of a carrier. 

4.2 In case of delay, damage, or missing Products, the Client must make the customary reservations, especially on the delivery note, and confirm them in writing to the carrier within three days by registered letter with acknowledgment of receipt, with a copy to BCS (Article L.133-3 of the French Commercial Code). Partial deliveries may be made without the Client’s opposition. 

4.3 Without prejudice to the Client’s arrangements with the carrier (see above), any claim by the Client regarding visible defects and/or non-conformity of the Products with the order (including incorrect quantity or references) shall be examined only if made in writing, by registered letter with acknowledgment of receipt, within ten (10) calendar days following receipt of the Product. After this period, delivered Products shall be deemed in compliance with the order terms, and no claim for visible defects or non-conformity of delivered Products shall be taken into account by BCS. The Client must provide all evidence of the actual defects or non-conformities found. 

 

5 – Delivery Timeframes 

5.1 Delivery times are indicative only. They depend on the order of arrival of Orders, supply capabilities, and transporter availability. 

5.2 Delays shall not justify any penalty or indemnity against BCS (including administrative fees) or order cancellation by the Client unless otherwise agreed between BCS and the Client. 

 

6 – Product Return 

6.1 All returns must be subject to prior written agreement from BCS. The costs and risks of return are the Client’s responsibility, except in cases of faults or anomalies directly attributable to BCS. 

6.2 If the parties cannot agree on Product conformity, they will arrange for an independent examination by a laboratory mutually agreed upon. In the absence of mutual agreement, an accredited independent laboratory appointed by the public authorities, CRITT, will conduct the Product inspection. 

6.3 Product inspections by a laboratory must occur within fifteen (15) days of Product receipt; otherwise, the Client will be deemed to have waived the right to request a product inspection. 

 

7 – Payment 

7.1 Unless specified otherwise on the offer confirmation, Products are payable within a maximum of thirty (30) calendar days from the invoice issue date. 

7.2 The invoice must be paid in full, without any compensation or discount. BCS shall not bear any banking fees other than those charged by its own bank. 

7.3 Any unpaid amount on the invoice’s due date shall automatically trigger, the day after the due date, (i) late payment penalties equal to the European Central Bank’s refinancing rate plus ten (10) percentage points, and (ii) a fixed indemnity for collection costs of forty (40) euros. 

7.4 In the event of an unpaid amount as per Article 7.3, all other sums owed by the Client shall become immediately payable, even if subject to accepted drafts. 

7.5 The first delivery requires prepayment before shipment, and future conditions are subject to credit insurance acceptance of the Client at the order date. If the Client’s financial situation calls this insurance into question, BCS is entitled to refuse the sale or make it conditional upon additional guarantees. 

 

8 – Retention of Ownership 

8.1 BCS retains full ownership of the Products until effective payment of the entire price by the Client, including principal and accessory charges, noting that all risks are transferred to the Client upon the agreed incoterm or at the latest at the Client’s delivery location. 

 

9 – Force Majeure 

9.1 In the event of force majeure (unforeseeable, irresistible, and external event), BCS reserves the right to suspend, in whole or in part, the execution of Orders until the force majeure event ceases. Force majeure includes, among others, strikes affecting BCS sites, energy or raw material supply shortages, fires, and floods. 

 

10 – Liability – Warranty 

10.1 BCS warrants Products against material defects for six (6) months from delivery to the Client’s premises or availability at BCS’s warehouses. 

This warranty, if BCS’s liability is recognized, obligates BCS solely to replace Products deemed defective by BCS, to the exclusion of any other indemnity. 

Under this warranty, replaced defective Products become BCS’s property. 

Natural wear, external accidents, abnormal use, defective storage, or unauthorized modifications to Products not specified by BCS are excluded from the warranty. 

10.2 BCS shall not be liable for any indirect and/or intangible damages, such as labor costs, business losses, lost sales, clientele loss, image prejudice, third-party claims, etc. 

10.3 BCS’s liability is limited (i) to direct damages caused to the Client exclusively attributable to the Products and/or Services, and (ii) to twice the net amount actually paid by the Client for the Products and/or Services in question. 

10.4 Unless expressly agreed otherwise, the Client remains solely responsible for the use and suitability of Products provided by BCS. As a professional, the Client undertakes to have sufficient insurance coverage for its activities. 

10.5 Information provided by BCS, in response to its obligation to advise and inform as a distributor or producer of semi-finished products, shall never make it a co-designer or co-builder of the finished product in which the Products are used. 

10.6 For any use of Products in the medical field, the Client waives any claims against BCS and commits to obtaining the same waiver from its insurers for any amount exceeding BCS’s liability cap. This applies specifically to the installation/removal of prostheses. 

10.8 BCS shall not be liable for typographical errors in its catalogs or any other commercial documentation. 

 

11 – Code of Conduct 

BCS is committed to implementing practices that respect local and international rules, particularly concerning human rights, child labor, and anti-corruption. 

 

12 – Governing Law and Jurisdiction 

12.1 These General Terms are governed by French law, with the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods. 

12.2 For any dispute regarding the interpretation, validity, execution, and termination of the General Terms, and in the absence of an amicable resolution, the Commercial Court of Lyon shall have sole jurisdiction, even in cases of warranty calls or multiple defendants. 

 

13 – Language 

13.1 These General Terms may be translated for the Client’s convenience. 

13.2 Between BCS and a French Client, only the French version of these General Terms shall be legally binding. Between BCS and a foreign Client, only the English version of these General Terms shall be legally binding. 

 

14 – Severability Clause 

14.1 Should any provision of these terms be voided by a competent authority, such provision shall be deemed unwritten, and all other provisions shall remain in effect between the parties. 

14.2 The parties undertake to negotiate any necessary amendments to replace void provisions with equivalent provisions. 

 

15 – Client Responsibility 

15.1 The Client is responsible for ensuring that the end user of the product sold by BCS does not require any specific training to use the BCS product. If such a need arises, the Client will communicate this to BCS. 

15.2 Any serious incident associated with the use of BCS products must be reported to the authorities in accordance with the reporting procedures in effect in the country.