General Terms and Conditions of Sale
Article 1 – Scope of Application
These general terms and conditions of sale constitute, in accordance with article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties regarding the sale of services and products by the company FLD TECH.
Their purpose is to define the conditions under which the company FLD TECH, the "Supplier" provides to purchasers hereinafter the "Clients," or the "Client," possibly through subscriptions, hereinafter the "Subscriptions" or "Subscription," the following services: IT services, covering, maintenance, installation, cleaning, repair (by exchanging parts for parts of the same model, new or used, in good working condition), warranty, hereinafter the "Services" or the "Service," attached to automated food distributors, hereinafter the "Distributors" or the "Distributor" and the following products: Distributors, spare parts and consumables dedicated to Distributors, hereinafter referred to as the "Products" or the "Product."
1.1 Initial IT Service Subscriptions are as follows :
- Essential Box Subscription which includes: autonomous internet connection at the Client's expense, banking gateway, access to WebPilot (1), listing on the click&collect application with online sales possibility (2), hotline,
or
- Essential 4G Subscription which includes: internet connection via SIM card provided by the Supplier, banking gateway, access to WebPilot (1), listing on the click&collect application (2) with online sales possibility, hotline.
(1) WebPilot is the dedicated application allowing the Client, for each Distributor, management, stock monitoring, traceability, accounting, inventory, restocking, sales statistics, sales promotions.
(2) The click&collect application allows Clients' customers, hereinafter the "Consumers," to geolocate Distributors and, if the Client subscribes to the option, to place click&collect orders for products sold by the Client.
Online sales by the Client through the click&collect application is an option subject to fees charged by the STRIPE payment platform, a Supplier partner with whom the Client will enter into a specific contractual relationship, amounting as an indication on January 1, 2025 to :
|
Payment method |
Fees on sales incl.VAT |
|
European Visa / MasterCard |
2,2% + 0,25€ per successful transaction |
|
Non-european Visa / MasterCard |
3,9% + 0,25€ per successful transaction |
|
American Express |
3,9% + 0,25€ per successful transaction |
It is specified that the initial services Subscription for a used Distributor (purchased from another Client) can only be subscribed after a WebPilot migration operation which will be subject to a separate quote and billing.
Any Subscription is concluded for one (1) single Distributor, if the Client owns several Distributors, they must subscribe as many initial subscriptions as Distributors held by them.
1.2. Optional service subscriptions per Distributor, in metropolitan France excluding Corsica, by choice:
- Smart Mobility Subscription which includes: technician travel costs for each intervention, within the limit of three (3) interventions per year, and a 10% discount on spare parts. It is specified that when a Client owns several Distributors under Smart Mobility Subscription, the total number of interventions (3 x number of Distributors) can be used interchangeably on all Client's Distributors under Subscription.
- Full Tech Subscription which includes: Distributor warranty, excluding beverage distributors, baguette distributors and locker distributors, on parts and labor (excluding screen, computer and payment system), excluding travel costs, from the date of subscription to said subscription. Subscription to this subscription will occur subject to a positive diagnosis from the Supplier and possibly restoration of the Distributor which will both be subject to a separate quote and billing.
- Premium Subscription which includes: Distributor warranty on parts and labor (excluding screen, computer and payment system) and travel costs (within the limit of three (3) trips per year), from the date of subscription to said subscription. Subscription to this subscription will occur subject to a positive diagnosis from the Supplier and possibly restoration of the Distributor which will both be subject to a separate quote and billing.
1.3. These general terms and conditions of sale apply without restriction or reservation to all sales concluded by the Supplier with Clients of the same category, regardless of any clauses that may appear on Client documents, and in particular their general purchase conditions.
Any order for Services or Products placed in any form whatsoever with the Supplier automatically entails, on the part of the Client, acceptance of these general terms and conditions of sale which prevail over any clause provided by purchase orders or any client document.
Information appearing in the Supplier's catalogs, brochures and tariffs is given as an indication and is subject to revision at any time.
The Supplier is entitled to make any modifications to these General Terms and Conditions of Sale that seem useful to them.
In accordance with current regulations, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, based on negotiations conducted with the Client, by establishing Special Sales Conditions.
Article 2 – Orders
Sales are only complete after express and written acceptance of the Client's order by the Supplier. Confirmation of acceptance of the Client's order by the Supplier will be materialized by the establishment of a quote signed by the Client. In case of unavailability of the ordered Product, the quote will be automatically void and canceled by right, without any compensation being due to the Client. The Supplier will inform the Client as soon as possible of this unavailability, any deposit possibly paid by the Client will be immediately reimbursed. For a Distributor, the finding of unavailability may occur until the date of its commissioning.
Furthermore, the Supplier has electronic ordering means (including acceptance and confirmation) (e-shop) allowing the Client to order certain Products (notably Consumables) under the best conditions of convenience and speed. For orders placed exclusively on the e-shop, registration of an order on the Supplier's e-shop is carried out when the Client accepts these General Terms and Conditions of Sale and general conditions of use by checking the box provided for this purpose and validates their order. This validation implies acceptance of all these General Terms and Conditions of Sale and the general conditions of use of the Supplier's e-shop and constitute proof of the sales contract.
Taking into account the order and its acceptance are confirmed by sending an email. Data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Client.
Service Subscriptions are only complete after express and written acceptance of the Client's Subscription order by the Supplier. Confirmation of acceptance of the Client's Subscription by the Supplier will be materialized by the establishment of a Subscription form signed by the Client. Any Subscription modifications requested by the Client will only be taken into account if they are notified in writing at least thirty (30) days before the next billing date, after the Client signs a corrective form to the initial form.
Article 3 – Commitment and Subscription Duration
3.1 Initial service subscriptions are concluded from the date of service provision by the Supplier for a duration of one (1) year, renewable by tacit renewal.
3.2 Optional service subscriptions are concluded from the effective date mentioned on the Subscription form for a duration of one (1) year, renewable by tacit renewal. This period constitutes a firm and irrevocable commitment, during which the Client undertakes to honor all payments provided by the contract.
Article 4 – Subscription Termination
Service subscriptions may be terminated, in writing, by the Client and by the Supplier respecting a notice period of two (2) months before the expiry of the current contractual period except in cases expressly provided by law and in case of transfer or definitive shutdown of the Distributor to which the Subscription applies, it being specified that each month started is entirely due.
Any request for early termination, outside the cases mentioned above, will result in the immediate requirement of a termination penalty corresponding to 100% of the monthly payments remaining due until the end of the commitment period. This penalty is due in full at the time of termination and cannot be subject to scheduling. The Client acknowledges that this penalty constitutes fair compensation for the damage suffered by the Supplier due to early termination. For any early termination request, the Client must send their request in writing.
Notwithstanding provisions relating to the commitment duration and early termination penalties, each party may terminate the Subscription contract by right in case of serious or repeated breach by the other party of one of its essential obligations.
In case of breach by the Supplier of its contractual obligations, the Client must previously notify the observed breach by registered letter with acknowledgment of receipt, putting the Supplier on notice to remedy this breach within thirty (30) calendar days from receipt of said notification. If at the end of this period, the breach persists, the Client may terminate the contract without notice and without being liable for monthly payments remaining to run until the end of the initially subscribed commitment period.
In case of breach by the Client of their contractual obligations, notably in case of non-payment not regularized within fifteen (15) days following sending of a formal notice, or in case of fraudulent use of services, the Supplier may terminate the contract by right. In this case, remaining amounts due until the end of the commitment period will become immediately payable, as damages and interest.
Termination of the contract, whatever the cause, will result in immediate deactivation of access to services associated with the Subscription, without prejudice to damages and interest that the injured party could claim.
Article 5 –Assistance - Hotline
The Supplier provides a maintenance, servicing and repair service for Distributors under the following conditions:
Telephone assistance, Hotline, useful for diagnosing breakdowns or malfunctions of Distributors is available Monday to Friday from 8:30 AM to 8:00 PM and Saturday to Sunday and holidays from 9:30 AM to 12:30 PM then from 1:00 PM to 5:00 PM. Making an appointment is recommended to reach the Hotline, appointment requests are made by email at the following address: sav@fldtech.fr or thanks to the electronic calendar for telephone appointment booking made available to Clients on the site https://www.fldtech.fr/ "Appointments" tab.
Any intervention is subject to the establishment of a prior quote by the Supplier and subject to Client acceptance, the intervention is conditioned by payment of said quote.
Repairs, including within the framework of a warranty, are carried out by exchanging parts for parts of the same model, new or used, in good working condition.
The Supplier cannot under any circumstances be held responsible for the impossibility of providing spare parts notably due to manufacturing cessation by original manufacturers or suppliers, technological obsolescence or any other reason independent of its will.
In case of spare parts unavailability, the Supplier will endeavor to propose to the Client, as far as possible, appropriate alternative solutions, without this constituting an obligation of result.
Training on Distributor use can be organized on request and will be subject to separate billing according to the current tariff.
The Supplier also offers service provisions subject to separate quote and billing.
To ensure proper technical functioning of the Distributor, the Supplier provides Clients with consumables approved at technical and hygiene levels. In case of use of consumables not provided and not approved by the Supplier, the latter cannot be held responsible for defects and may no longer ensure maintenance of the Distributor.
To ensure proper technical functioning of the Distributor, the Supplier may at any time remotely access the Distributor to perform maintenance operations and program updates.
Article 6 – Pricing
Tariffs are understood as net and excluding VAT.
Service tariffs are subject to annual revision by the Supplier at contractual renewal of Services.
Services and Products whose price cannot be indicated exactly will be subject to a detailed quote.
Article 7 – Payment Terms
7.1 - Payment conditions for Service and Product orders excluding subscriptions, excluding Distributors
Orders are orders with payment obligation which means that such orders involve immediate payment by the Client.
The following payment methods can be used:
- Payment by bank card: Visa, Mastercard, American Express, other bank cards,
- Payment by transfer,
- Payment by direct debit on the Client's bank account.
It is specified that orders on the Supplier's e-shop are paid in accordance with the general conditions of use of the E-shop, before shipment.
In case of non-compliance with the payment deadline or payment incident of the invoice addressed to the Client, late payment penalties, corresponding to three times the legal interest rate, applied on the VAT-inclusive amount of the price appearing on said invoice, will be automatically and by right acquired to the Supplier, without any formality or prior formal notice. The Client must also pay a minimum flat-rate compensation of 40 euros for recovery costs, due by right.
In case of non-compliance with the payment conditions appearing above or payment incident, the Supplier reserves the right to suspend or cancel the provision of additional Services in progress, notably IT services, paid by the Client or not, and delivery of orders in progress.
7.2 - Subscription payment conditions
Payment of Service subscriptions is made by monthly SEPA direct debits on the invoice issue date.
Any banking fees related to payment of Products and Services, whatever they may be (notably transfer fees, direct debit fees, intervention or exchange commissions...) are entirely at the Client's expense. No deduction or compensation of these fees may be applied to the amount billed by the Supplier.
In case of non-compliance with the payment deadline or payment incident of the invoice addressed to the Client, late payment penalties, corresponding to the legal interest rate increased by five points, applied on the VAT-inclusive amount of the price appearing on said invoice, will be automatically and by right acquired to the Supplier, without any formality or prior formal notice. The Client must also pay a minimum flat-rate compensation of 40 euros for recovery costs, due by right.
In case of non-compliance with the payment conditions appearing above or payment incident, the Supplier reserves the right to suspend or cancel the provision of additional Services in progress, notably IT services, paid by the Client or not and delivery of orders in progress.
7.3 - Distributor payment conditions
Ordering a distributor involves payment by the Client at the latest on the Distributor delivery date.
A deposit may be requested upon order.
The following payment methods can be used:
- Payment by transfer,
- Payment by direct debit on the Client's bank account.
Any banking fees related to payment of Products and Services, whatever they may be (notably transfer fees, direct debit fees, intervention or exchange commissions...) are entirely at the Client's expense. No deduction or compensation of these fees may be applied to the amount billed by the Supplier.
In case of non-compliance with the payment deadline or payment incident of the invoice addressed to the Client, late payment penalties, corresponding to three times the legal interest rate, applied on the VAT-inclusive amount of the price appearing on said invoice, will be automatically and by right acquired to the Supplier, without any formality or prior formal notice. The Client must also pay a minimum flat-rate compensation of 40 euros for recovery costs, due by right.
In case of non-compliance with the payment conditions appearing above or payment incident, the Supplier reserves the right to suspend or cancel the provision of additional Services in progress, notably IT services, paid by the Client or not, and delivery of orders in progress.
Article 8 – Transport - Delivery
The Supplier reserves the right to use the transport method of its choice.
Delivery of Products will be made to the address indicated by the Client.
Delivery times are given as indication: any delay whatever the cause cannot engage the Supplier's responsibility or lead to cancellation of the sale.
Prices for services, transport, installation, are those appearing on the Supplier's tariff in force on the day of order receipt.
Costs incurred by any address modification subsequent to order receipt will be exclusively at the Client's expense. Similarly, in case of Client's specific requests concerning packaging or transport conditions of ordered Products, duly accepted in writing by the Supplier, related costs will be subject to additional specific billing.
Article 9 – Transfer of Property - Transfer of Risks
Transfer of ownership of Products, for the Client's benefit, is suspended until complete payment by the Client of the price resulting from the final delivery or commissioning invoice issued by the Supplier, in principal and accessories, even in case of payment deadline grant, and regardless of the delivery date of said Products.
By express agreement, the Supplier may exercise the rights it holds under this ownership reservation clause for any of its claims on all Products in the Client's possession, these being conventionally presumed to be those unpaid and the Supplier may take them back or claim them as compensation for all its unpaid invoices without prejudice to its right of resolution of ongoing sales and all other actions it would be entitled to take against the Client. The Supplier may, furthermore, in application of this clause, proceed to remote shutdown of Smart-Machines or interrupt any service offered to the Client until complete payment of the Product price.
This clause does not prevent transfer of risks of ordered Products to the Client's charge upon their delivery to them: transfer to the Client of risks of loss and deterioration of Products will be realized upon delivery and receipt of said Products, independently of ownership transfer, and regardless of the order and payment date thereof.
From delivery of Products, the Client will have the quality of depositary and guardian of Products.
It is however specified that for each "used" Distributor, namely having already been subject to prior commissioning to that carried out for the Client, the Client accepts said Distributor in its state on the day of quote signing and assumes responsibility from that date.
Article 10 – Service Provision Terms
Chosen Services will be provided within a maximum period of one (1) month from their subscription as defined in article 2.
The Supplier's responsibility cannot under any circumstances be engaged in case of delay or suspension of service provision attributable to the Client, or in case of force majeure.
Service interruptions inherent to WebPilot and click&collect application maintenance operations will be subject to prior communication to the Client, through WebPilot.
Any Distributor warranty Service, subscribed by subscription or single billing, includes coverage by the Supplier of spare parts cost and labor, excluding travel costs, for any repair occurring in metropolitan France excluding Corsica during the subscribed warranty period, except for repair of the following elements: screen, computer and payment system. Subscription to this warranty will occur subject to a positive diagnosis from the Supplier and possibly restoration of the Distributor which will both be subject to separate quote and billing. No warranty Service can be subscribed for beverage or baguette distributors or lockers.
Article 11 – Supplier Responsibility - Warranty
11.1 Concerning Services
The Supplier guarantees, in accordance with legal provisions, the Client, against any lack of conformity of Services and any hidden defect, arising from a design or provision defect of said Services excluding any negligence or fault of the Client.
The Supplier's responsibility can only be engaged in case of proven fault or negligence and is limited to direct damages excluding any indirect damage, of whatever nature.
To assert their rights, the Client must, under penalty of forfeiture of any related action, inform the Supplier, in writing, of the existence of defects within a maximum period of thirty (30) days from their discovery.
The Supplier will rectify or have rectified, at its exclusive expense, according to adequate methods agreed by the Client, Services judged defective.
In any case, if the Supplier's responsibility were retained, the Supplier's warranty would be limited to the VAT-exclusive amount paid by the Client for Service provision.
11.2 Concerning Products
11.2.1 Consumables having immediate use have no warranty period.
The Client is required to verify the apparent condition of consumables upon delivery. Failing express reservations issued by the Client upon delivery, consumables delivered by the Supplier will be deemed compliant in quantity and quality to the order.
The Client will have a period of eight (8) days from delivery and receipt of ordered Consumables to issue, in writing, such reservations with the Supplier.
No complaint can be validly accepted in case of non-compliance with these formalities by the Client. The Supplier will replace as soon as possible and at its expense, delivered Consumables whose lack of conformity has been duly proven by the Client.
11.2.2 The Supplier grants no warranty on Distributors upon their sale.
New Distributors, excluding beverage or baguette distributors or lockers, are guaranteed parts and labor, excluding screen, computer and payment system and excluding travel costs, from August 1, 2025 for a duration not exceeding one (1) year from the Distributor billing date by the company API TECH.
The Client acknowledges having been informed in detail of all characteristics of new Distributors.
Concerning "used" Distributors, namely having already been subject to prior commissioning to that carried out for the Client, the Client acknowledges having taken note of the exterior condition of said Distributor on the day of quote signing.
The Client acknowledges having been informed of the necessity for them to respect, within the framework of Distributor operation, regulations in force. The Supplier cannot be held responsible for misuse by the Client and/or any use not compliant with legal obligations that apply to the Client's activity.
Spare parts and repairs are guaranteed for a duration of six (6) months from their delivery, excluding travel costs. Replacement of defective parts does not have the effect of extending the Supplier's warranty duration.
11.3 Non-application of warranty
In all hypotheses of warranty granted by the Supplier (initial contractual warranty, subscription or single billing) are not covered by warranty interventions and repairs due to deterioration resulting from:
- Distributor displacement, negligence, usage defects, vandalism,
- Lack of Distributor maintenance by the Client, as prescribed in the Distributor user manual,
- Any intervention by a person foreign to the Supplier and not mandated by them (notably when spare parts installation was not ensured by the Supplier)
- Natural disasters or any accident whose cause is external to the Distributor (water damage, fire, shock, etc.),
- Use of inappropriate electrical current or any other cause producing the same effects,
- Use of consumables not sold by the Supplier (boxes, cooking interfaces and labels),
- Any computer modification (software or Distributor)
Any intervention resulting from a deterioration case mentioned above will be subject to billing at the Supplier's tariff in force at the time of intervention.
Article 12 – Internet Connection
WebPilot and Click&Collect applications involve an Internet connection.
Consequently, the company FLD TECH cannot be held responsible for Internet connection malfunctions attributable to the electricity or Internet access provider and their consequences.
Article 13 – Intellectual Property
The Supplier remains holder of intellectual property rights and its know-how attached to Services, whether it owns them or benefits from licenses granted by third-party publishers.
When software is necessary for Service use, the Supplier grants the Client on these a personal, non-exclusive, non-transferable and non-transferable right of use, limited to the service subscription duration.
This right is granted only for the sole and unique purpose of allowing the Client to use Services excluding any other purpose.
The Client strictly prohibits any other use of the aforementioned software, in particular any adaptation, modification, correction, translation, arrangement, distribution and decompilation, without this list being exhaustive.
Article 14 – Personal Data
The Supplier and the Operator undertake to take all necessary measures so that personal data processing related to these are compliant with applicable current regulations, and notably to Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 ("GDPR"), and to law n°2018-493 of June 20, 2018.
The Supplier will collect, via WebPilot, the following personal data:
|
Concerned Persons |
Legal Basis |
Processing Purpose |
Concerned Personal Data |
Data Retention Duration |
|
Client |
Contract execution |
Client management by Supplier
Making available to Client for their operation
|
Civil status, identity, identification data, contact: - Surname - First name - Phone number - Email address - Commercial name / corporate name of Client Connection data: - WebPilot login (identifier + password) Banking data relating to banking contract for payment terminal: - Merchant number - Bank code - SIRET number |
Duration of contractual relationship + 2 years |
|
Consumers |
Consent |
Use of Click&Collect mobile application |
Civil status, identity, identification data, contact: - Surname - First name - Date of birth - Phone number - Postal code
Connection data: - Click&Collect login (identifier + password)
Préférences : - Used distributor(s) |
Until account deletion by Consumer |
|
Consumers |
Contract execution |
Bank card transactions |
Banking data: - Credit card number |
Duration necessary for transaction |
The Supplier acts as data controller (within the meaning of article 4, paragraph 7, of GDPR) concerning Client data management, and as processor (within the meaning of article 4, paragraph 8, of GDPR) concerning Consumer personal data processing.
The Supplier undertakes to process Client and Consumer personal data in an adequate, relevant and limited manner to what is necessary for determined objectives, respecting purposes initially determined for their collection, or for purposes compatible with initial purposes, except contrary provision of law or on the basis of a distinct legal basis.
Access to the aforementioned personal data is limited to Supplier employees and agents having strictly to process them to achieve determined objectives.
Third parties may potentially be recipients of all or part of the aforementioned personal data, without authorization from concerned persons if this is necessary for execution of an activity or function subcontracted by the Supplier. The concerned third parties are subject to compliance obligations with GDPR provisions, or equivalent provisions. In any case, the Supplier undertakes not to resell, transmit or give access to third parties on concerned personal data without prior consent of concerned persons, except in case of binding legal obligation.
The Supplier also undertakes to apply appropriate technical and organizational measures to guarantee security of the aforementioned personal data and preserve their integrity, confidentiality and availability.
Client and Consumers have a right of access, rectification, erasure, limitation, portability and opposition on their personal data, as well as the possibility of lodging a complaint with CNIL via Complaints | CNIL if they consider that their personal data are not processed in accordance with applicable current regulations.
To learn more about personal data management by the Supplier and/or to exercise the rights described above, the Client can contact the Supplier's data protection officer:
- by email: juridique@fldtech.fr
- by mail: 11 Avenue du Général de Gaulle 54280 SEICHAMPS, France
Article 15 – Jurisdiction
ANY DISPUTE THAT MAY ARISE BETWEEN THE CLIENT AND THE SUPPLIER, WITHIN THE FRAMEWORK OF THEIR RELATIONS, WILL BE UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE NANCY JUDICIAL COURT DISTRICT.
Article 16 - Contract Language – Applicable Law
These General Terms and Conditions of Sale and the operations resulting therefrom are governed by French law.
They are written in French. In the case where they would be translated into one or more languages, only the French text would prevail in case of dispute.