Terms and Conditions of Sale – www.phonedroid.pro

Applicable from 01/01/2017

Article 1 — Identification of the seller

The website www.phonedroid.pro (the “Site”) is published by the company PHONEDROID, a French SARL with a share capital of 220 000 €, registered with the Lille Trade and Companies Register under number 840 935 449, with its registered office located at 5 avenue Henri Poincaré, 59910 Bondues, France (“PhoneDroid”).
Intra-Community VAT number: FR95 840 935 449.
Publishing Director: Nicolas Van Branteghem.
Business contact: pro [at] phonedroid.fr.
Hosting provider: o2switch, Chemin des Pardiaux, 63000 Clermont-Ferrand, France.

Article 2 — Scope of application

2.1. These general terms and conditions of sale (“GTC”) apply to all sales concluded by PhoneDroid on the Site with its customers.

2.2. The Site is reserved for professionals: legal entities or registered sole traders, purchasing for the needs of their professional activity, in particular with a view to resale (the “Customer”). It is open to Customers from all over the world. The Site does not sell to consumers.

2.3. In accordance with Article L. 441-1 of the French Commercial Code, these GTC constitute the sole basis of the commercial relationship. They prevail over any terms of purchase of the Customer, unless prior written agreement has been granted by PhoneDroid. Any order entails their unreserved acceptance.

2.4. The provisions of the French Consumer Code, in particular the right of withdrawal, do not apply to sales concluded on the Site (see Article 10).

Article 3 — Opening a business account

3.1. Any order requires the prior opening of a business account. The Customer provides: company name, country, a Kbis extract or an equivalent document from their country, their intra-Community VAT number if established in the European Union (verified by PhoneDroid in the European Commission's VIES system) or their company registration number if established outside the European Union, the name of a contact person, an email address, and a telephone number.

3.2. Each account is examined and validated manually by PhoneDroid. PhoneDroid reserves the right to refuse the opening of an account, or to request any additional supporting documents (in particular an identity document of the corporate officer), without having to state the reasons for its decision.

3.3. The Customer warrants the accuracy of the information and documents provided and undertakes to notify PhoneDroid without delay of any changes (change of name, address, VAT number, cessation of business activity). A VAT number that has become invalid suspends the VAT exemption (Article 6).

3.4. Login credentials are personal and confidential. Any order placed from the Customer's account is deemed to originate from the Customer.

3.5. PhoneDroid may suspend or close an account in the event of a breach of these GTC, inaccurate information, non-payment, or suspicion of fraud.

Article 4 — Products and orders

4.1. The Site offers new smartphones, tablets, mini-PCs, and accessories (chargers, cables). Product specifications are those shown on the Site's product sheets, drawn up according to manufacturers' data.

4.2. Displayed stock is indicative and updated continuously. There is no minimum order.

4.3. The order is placed online from the Customer's account. It is binding on PhoneDroid only after its confirmation has been sent by email. In the event of product unavailability after an order has been placed, PhoneDroid shall inform the Customer and offer an equivalent product, deferred delivery, or a refund of the sums paid for this product, to the exclusion of any other compensation.

4.4. PhoneDroid reserves the right to refuse or cancel any abnormal order, any order placed in bad faith, or any order from a Customer with whom a payment dispute exists.

Article 5 — Prices

5.1. Prices are quoted in euros, excluding taxes, and exclusive of delivery costs. A single price list applies to all Customers. Prices are updated daily; the applicable price is that displayed at the time of order confirmation.

5.2. Customers requiring large or regular volumes may contact PhoneDroid at pro [at] phonedroid.fr for a bespoke quotation.

Article 6 — VAT

6.1. Customer established in France: French VAT at the rate in force is added to the price excluding tax.

6.2. Customer established in another Member State of the European Union, holding an intra-Community VAT number valid in VIES: the delivery is exempt from VAT in France (Article 262 ter, I of the French General Tax Code; Article 138 of Directive 2006/112/EC). The invoice bears the statement “Reverse charge — VAT exemption, Article 262 ter, I of the CGI”. The Customer declares and pays the VAT in their Member State (reverse charge). PhoneDroid verifies the VAT number in VIES for each exempt order and retains proof of this verification (VIES consultation number). In the absence of a valid number on the date of the order, French VAT is charged.

6.3. Customer established outside the European Union: the delivery is exempt from French VAT on the grounds of export (Article 262, I of the CGI). Customs duties, import taxes (including VAT in the country of destination), and customs clearance fees are payable by the Customer (Article 8.5).

6.4. The Customer undertakes to provide any document required to substantiate the exemption (in particular proof of receipt of the goods in another Member State). Failing this, PhoneDroid may re-invoice the VAT and any penalties that may be applied to it as a result.

Article 7 — Payment

7.1. Payment is made exclusively by bank transfer, in euros, to PhoneDroid's bank account, the details of which (IBAN) appear on the invoice. Issuing bank fees, and for transfers outside the SEPA zone, currency exchange and intermediary fees, shall be borne by the Customer; PhoneDroid must receive the exact amount of the order.

7.2. The order is dispatched upon receipt of funds into PhoneDroid's account. No payment terms are granted, except with prior written agreement.

7.3. Products are reserved for the Customer for 3 working days from the date of the order. If the bank transfer is not received within this period, PhoneDroid may cancel the order and return the products to sale.

7.4. No discount is granted for early payment.

7.5. Late payment (mandatory statutory disclosures, Article L. 441-10 of the French Commercial Code): any sum not paid by the agreed due date shall automatically give rise, without prior formal notice, to (i) late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, and (ii) a fixed compensation fee for recovery costs of 40 € (Article D. 441-5 of the French Commercial Code), without prejudice to additional compensation upon presentation of supporting documents.

Article 8 — Delivery

8.1. Europe Zone: European Union, Switzerland, Norway, United Kingdom, Iceland, Liechtenstein, Andorra, Monaco, San Marino, and Vatican City.

8.2. Delivery methods and costs — all shipments are entrusted to DHL:

“At DHL cost”: shipping price according to PhoneDroid's DHL rate schedule, based on weight, fuel surcharge included, rounded up to the nearest euro, without margin. The amount is displayed before order confirmation. The 20 units apply per order, all products combined (including accessories).

8.3. Delivery times are indicative and run from receipt of payment. A delivery delay cannot give rise to cancellation of the order, nor to penalties or damages, except in the event of a delay exceeding 30 days after formal notice has remained without effect.

8.4. Receipt: the Customer inspects the parcels upon delivery, in the presence of the carrier. Any damage or missing item must be subject to precise reservations on the delivery note, confirmed to the carrier by registered letter within three days following receipt (Article L. 133-3 of the French Commercial Code), with a copy sent to pro [at] phonedroid.fr. Discrepancies in product reference or quantity not visible upon unpacking must be notified to PhoneDroid within 5 working days following delivery. After these deadlines, the products are deemed compliant and accepted.

8.5. Outside the European Union: sales are carried out under the Incoterm DAP (Delivered at Place, Incoterms® 2020): PhoneDroid organises and pays for (or re-invoices) carriage to the Customer's address; import duties, taxes, and customs formalities are the responsibility of the Customer. The refusal of a parcel for failure to pay customs duties does not release the Customer from paying the price, and return costs will be re-invoiced to the Customer.

Article 9 — Transfer of risk and retention of title

9.1. Transfer of risk: the risk of loss of or damage to the products is transferred to the Customer upon their delivery to the specified address (in accordance with Incoterm DAP for shipments outside the European Union). PhoneDroid therefore bears the transport risks, retaining remedies against the carrier; the Customer must, however, comply with the reservation procedure set out in Article 8.4.

9.2. Retention of title: PhoneDroid retains ownership of the products sold until full payment of the price in principal and ancillary charges (Articles 2367 et seq. of the French Civil Code). Failure to pay entitles PhoneDroid to reclaim the products at the Customer's expense. The Customer may neither pledge nor transfer as collateral any unpaid products; the Customer is authorised to resell them in the normal course of business, the receivable arising from such resale then being assigned to PhoneDroid up to the amount of the outstanding price.

Article 10 — No right of withdrawal — returns

10.1. As sales are concluded between professionals, the Customer has no right of withdrawal. A confirmed and paid order may only be cancelled with the written agreement of PhoneDroid.

10.2. No return will be accepted without prior agreement from PhoneDroid (request to pro [at] phonedroid.fr). Returned products must be new, in their original sealed packaging, and travel at the Customer's own risk and expense, except in the event of an error by PhoneDroid.

Article 11 — Warranty

11.1. Manufacturer's warranty: products benefit from the warranty of their manufacturer, under the terms and for the duration determined by the latter. PhoneDroid does not provide any commercial warranty of its own. To simplify procedures for the Customer, PhoneDroid acts as an intermediary for requests made to the manufacturer or its repair network.

11.2. Exclusions: subject to manufacturer terms, the warranty specifically excludes breakage, oxidation or contact with liquid, impacts and external damage, opening or repair by a third party, software modification (rooting, unofficial ROM, bootloader unlocking), normal wear and tear (in particular the battery), and non-compliant use.

11.3. Implementation: the Customer reports the defect to pro [at] phonedroid.fr with the order number, IMEI or serial number, and a description; PhoneDroid will provide instructions on how to proceed. The remedy (repair or replacement) is that chosen by the manufacturer according to its own terms. Shipping costs for returning the product to PhoneDroid shall be borne by the Customer.

11.4. Statutory warranties between professionals: the statutory warranty against hidden defects (Articles 1641 et seq. of the French Civil Code) applies; legal action must be brought within two years of discovery of the defect. The statutory warranty of conformity under the French Consumer Code does not apply.

11.5. The reseller Customer remains solely liable towards their own customers for statutory warranties owed to consumers (conformity, hidden defects), without prejudice to any remedies available by law against their own seller.

Article 12 — Liability

12.1. PhoneDroid's liability is limited to direct, personal, and ascertainable damages, and is capped at the price excluding tax of the order concerned. PhoneDroid shall not be liable for indirect damages (loss of turnover, profit margin, customers, data, damage to reputation).

12.2. The Customer is solely responsible for ensuring the compliance of products with the regulations of their country of resale (standards, approvals, labelling, eco-contributions, copyright levies on recording media), except for France.

Article 13 — Force majeure

Neither party shall be liable for any breach caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code, including: strikes, fire, flood, epidemic, war, embargo, administrative decision, carrier failure, or manufacturer supply disruption. If the impediment lasts for more than 30 days, each party may terminate the order concerned, and sums paid for undelivered products shall be refunded.

Article 14 — Personal data

14.1. PhoneDroid processes the data of the Customer's contacts (name, email address, telephone) and account opening documents (Kbis, VAT number) for the management of accounts, orders, invoicing, fraud prevention, and its tax obligations (Regulation (EU) 2016/679, “GDPR”).

14.2. This data is retained for the duration of the commercial relationship, and subsequently for ten years for accounting and tax records; supporting documents for rejected account applications are deleted within one month.

14.3. It is shared only with necessary service providers (hosting provider, DHL carrier, bank, tax authority). VAT numbers are verified with the European Commission's VIES system.

14.4. Every data subject has the right to access, rectification, erasure, restriction, and objection, which may be exercised at pro [at] phonedroid.fr; they may refer the matter to the CNIL (www.cnil.fr).

Article 15 — Intellectual property

The contents of the Site (texts, photographs, databases) are the property of PhoneDroid or its partners. The Customer is authorised to use the photographs of purchased products solely for their resale. The reproduction of texts (descriptions, product sheets, articles) is prohibited, as is any other reproduction. Product trademarks belong to their respective owners.

Article 16 — Applicable law, language, disputes

16.1. These GTC are governed by French law. The application of the Vienna Convention of 11 April 1980 on the International Sale of Goods is expressly excluded.

16.2. The GTC are drafted in French. If they are translated, the French version shall prevail in the event of any discrepancy.

16.3. In the event of a dispute, the parties shall first seek an amicable settlement. Failing that, exclusive jurisdiction is granted to the Commercial Court of Lille Métropole, including in summary proceedings, third-party proceedings, or in the case of multiple defendants.

16.4. The invalidity of any clause shall not affect the other clauses. The failure of PhoneDroid to enforce any clause shall not constitute a waiver of its right to enforce it.

16.5. PhoneDroid may amend these GTC at any time; the applicable GTC are those in force on the date of the order.